PREMIER BANK MINNESOTA

DIGITAL BANKING DISCLOSURE AND AGREEMENT

This Digital Banking Disclosure and Agreement (the “Agreement”) states the terms and conditions that apply when you use Premier Digital Banking and when you agree to access your statements electronically using Premier Digital Banking. These terms and conditions are in addition to those that apply to any accounts you have with us or any other services you may obtain from us.

Definitions

For purposes of this Agreement, the terms “we,” “us,” and “our” refer to Premier Bank Minnesota, whose address is 101 East 10th Street, Hastings, MN 55033. “You” and “your” mean each person who establishes Login Credentials with us, who is an account holder or authorized signer, or who uses or is authorized to use Login Credentials or other means of access we establish or approve.

“Service Provider” means any third party that we engage to deliver some or all of the features and functions of Premier Digital Banking or any service accessible through Premier Digital Banking on our behalf. We may provide services through one or more Service Providers. You agree that we have the right to delegate to Service Providers all of the rights and performance obligations that we have under this Agreement, and that each Service Provider is a third-party beneficiary of this Agreement and is entitled to the rights and protections that this Agreement provides to us.

“Premier Digital Banking” means our service that allows you to transfer funds, access accounts, obtain information, and perform other transactions over the Internet by use of a personal computer, mobile device, or other means we authorize or allow.

“Login Credentials” means your Login ID, Password, and any biometric access features (such as fingerprint or facial recognition) that you activate to access Premier Digital Banking.

“Business Day” means Monday through Friday, excluding federal holidays.

“Consumer Account” or “consumer account” means an account established primarily for personal, family, or household purposes.

“Business Account” or “business account” means an account that is not established primarily for personal, family, or household purposes.

“Terms and Conditions” mean the agreements, terms, conditions, and disclosures provided in connection with the opening of your accounts, and any amendments thereto.

“Fee Schedule” means, collectively, any and all fee schedules applicable to your accounts and services, including without limitation the deposit account fee schedule, electronic wire transfer fee schedule, ACH origination fee schedule, Bill Pay fee schedule, and any other fee schedules we may establish or amend from time to time.

Contact Information

For questions, to report errors, or to report unauthorized transactions, contact us using any of the following:

Premier Bank Minnesota
101 East 10th Street
Hastings, MN 55033
(651) 858-3831

Acceptable Use

You agree to use Premier Digital Banking only for lawful purposes and in compliance with all applicable federal and state laws, rules, and regulations. You will not use Premier Digital Banking for any illegal activity, including but not limited to money laundering, structuring transactions to evade reporting requirements, funding of terrorist activities, violations of the Office of Foreign Assets Control (OFAC) sanctions programs, or internet gambling in violation of applicable law. We reserve the right to monitor your use of Premier Digital Banking and to decline or reverse any transaction that we believe may violate this Agreement or applicable law.

Intellectual Property

All content included in or made available through Premier Digital Banking, including text, graphics, logos, icons, images, software, and other materials, is the property of Premier Bank Minnesota or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, transmit, display, reproduce, publish, license, or create derivative works from any content obtained through Premier Digital Banking without our prior written consent. Your use of Premier Digital Banking does not grant you any ownership interest in the service or its content.

Third-Party Service Providers

We use one or more Service Providers to deliver some or all of the features and functions of Premier Digital Banking. You acknowledge that Service Providers are not our agents and that we are not responsible for the acts or omissions of any Service Provider, except to the extent caused by our gross negligence or willful misconduct. As set forth in the Definitions section above, Service Providers are third-party beneficiaries of this Agreement with the right to enforce applicable provisions. Neither we nor any Service Provider warrants that Premier Digital Banking will be uninterrupted, error-free, or free of viruses or other harmful components.

Privacy Policy

Your use of Premier Digital Banking is subject to the Premier Bank Minnesota Privacy Policy, which is available at www.premierbanks.com and at any of our offices. The Privacy Policy is incorporated into this Agreement by reference. We may update the Privacy Policy from time to time, and your continued use of Premier Digital Banking after any such update constitutes your acceptance of the revised Privacy Policy.

Security

Login Credentials

To access Premier Digital Banking, you must use the Login Credentials established or provided for your account. Anyone to whom you give your Login Credentials will have full access to your accounts, even if you attempt to limit that person’s authority.

After your initial login, you may change your Password at any time. Your Password must be between 12 and 99 characters and must contain at least one number, one lowercase letter, one uppercase letter, and one special character. Your Password is case sensitive. New passwords may not be the same as any of your last 10 passwords.

You are responsible for keeping your Login Credentials confidential. If you activate biometric features such as fingerprint or facial recognition, it is your responsibility to control access just as you would with your Login ID and Password. You acknowledge that any person who has a biometric feature stored on your device may be able to access your Premier Digital Banking profile.

Email Security

We will never ask you to send non-public personal information through email, such as passwords, PINs, social security numbers, or account numbers. Do not respond to any email or telephone call requesting this type of information. Email transmissions outside of Premier Digital Banking are not secure. Do not send sensitive information, such as account numbers or Login Credentials, via general email. If you need to contact us regarding a confidential matter, please use the secure messaging feature within Premier Digital Banking or contact us by telephone.

Mobile Device Security

If your registered mobile device is lost, stolen, or compromised, you agree to notify us immediately and take steps to disable access to Premier Digital Banking from that device. You understand that there are inherent risks in using a mobile device for Premier Digital Banking, and that in the event of theft or loss, your confidential information could be compromised if you fail to promptly disable access.

Virus Protection

We are not responsible for any electronic virus or viruses that you may encounter. We encourage you to routinely scan your devices using a reliable anti-virus product to detect and remove any viruses. An undetected virus may corrupt and destroy your programs, files, and even your hardware. Additionally, you may unintentionally transmit a virus to other devices.

Encryption

Premier Digital Banking uses Secure Socket Layer (SSL) encryption technology to protect your information during transmission. Your browser will automatically activate SSL when you access Premier Digital Banking. You are responsible for ensuring that your device is capable of supporting SSL encryption. A padlock icon in your browser indicates that a secure session is in progress.

Session Timeout

For your protection, Premier Digital Banking sessions will automatically end after a period of inactivity. If your session times out, you will need to log in again using your Login Credentials. This feature is designed to help protect your accounts if you leave your device unattended.

Security Procedures

You acknowledge that you have reviewed the security procedures for Premier Digital Banking and agree that they are commercially reasonable in the context of your use of the service. You acknowledge and agree that the submission of instructions and transactions using your Login Credentials constitutes your authorized signature, and you will be bound by any and all transactions and instructions initiated through the use of your Login Credentials, whether authorized or unauthorized, to the fullest extent permitted by law. If we offer optional additional security measures, your decision not to use them will not affect the commercial reasonableness of the security procedures in place.

Account Access

You must be an owner or authorized signer on each account you wish to access through Premier Digital Banking or must have been designated as an authorized user by execution of enrollment forms we provide to you. You also agree that the Terms and Conditions continue to apply to your accounts, however you choose to access your accounts, including by use of Premier Digital Banking. Except in the event of a conflict between the Terms and Conditions and this Agreement, both the Terms and Conditions, which are incorporated herein by reference, and this Agreement shall govern your account. In the event of any conflict between this Agreement and other agreements concerning your account(s), this Agreement will control as to your use of Premier Digital Banking. You may request another copy of the Terms and Conditions that govern your account(s) at any time.

If you utilize Premier Digital Banking to access information, make payments, or otherwise engage in activity with respect to loans we have extended to you, all documents you have executed in connection with such loan(s) will continue to govern your loan(s).  In the event of any conflict between this Agreement and loan documents you have executed, this Agreement will apply with respect to your use of Premier Digital Banking, but the loan documents you have executed will continue to control with respect to all loan-related matters.  If you use Premier Digital Banking to initiate a draw or make a payment on a loan, you agree to be bound by such draw or the making of such payment, notwithstanding any requirement in your corporate documents or loan-related resolutions that mandate dual authority for loan draws.

Limits on Premier Digital Banking Transactions

Generally, Premier Digital Banking is available 24 hours a day, 7 days a week. However, at certain times, some or all of Premier Digital Banking may not be available due to system maintenance, problems with the Internet, or other circumstances beyond our control. We process transactions and update account information only on Business Days. Business Day hours vary based on location. Please refer to the Contact Information section of this Agreement or visit www.premierbanks.com.

You must have enough available money or credit in an account from which you instruct us to make a transfer. You may not transfer from inactive, dormant, or restricted accounts.

Account balances may differ from your records due to deposits, outstanding checks, or other withdrawals, payments, or charges in process.

A transfer request may not result in immediate availability because of the time required to process. All transactions are subject to our final approval. The availability of funds is governed by our funds availability policy and the Terms and Conditions of your accounts.

Liability for Failure to Complete Transfers Involving Consumer Accounts

Except as provided below regarding Business and Other Non-Consumer Accounts, if we do not complete a transfer on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are exceptions. We will not be liable, for instance:

1. If, through no fault of ours, you do not have enough available money in the account from which a transfer is to be made, or if the account has been closed, is not in good standing, or if we reverse the transfer because of insufficient funds.
2. If any transfer would exceed the credit limit of your overdraft line on the account.
3. If our equipment was not working properly and the breakdown should have been apparent to you when you attempted to conduct the transaction.
4. If you have not provided complete, correct, and current instructions so that we can properly process the transaction.
5. If natural disasters, fire, floods, tornadoes, pandemics, cyberattacks, or other uncontrollable circumstances prevent proper completion and delivery of the transaction.
6. If the money in the account from which a transfer is to be made is subject to legal process or other claims that restrict the transaction.
7. If circumstances or persons beyond our control prevent, delay, intercept, or alter the transaction, despite reasonable precautions that we have taken.
8. If other applicable laws or regulations exempt us from liability.

 

Business and Other Non-Consumer Accounts

The provisions titled “Liability for Failure to Complete Transfers Involving Consumer Accounts” apply only to electronic fund transfers governed by the federal Electronic Fund Transfer Act and Regulation E (12 C.F.R. Part 1005) – generally, transfers to or from consumer accounts. These provisions do not apply to any transfer that is exempt from Regulation E, including, without limitation:

1. Transfers to or from an account held by a business, commercial, trust, governmental, or other non-consumer customer.
2. Wire transfers and other transfers governed by Article 4A of the Uniform Commercial Code.
3. Transfers made primarily for business or commercial purposes, regardless of account type.
4. Transfers initiated by a telephone conversation not part of a prearranged plan.
5. Securities and commodities transfers.
6. Any other transfer excluded from the definition of “electronic fund transfer” under Regulation E.

 

Liability for Non-Regulation E Transfers

With respect to any transfer that is not governed by Regulation E, our liability shall be determined solely by Article 4A of the Uniform Commercial Code as adopted in Minnesota (Minn. Stat. ch. 336, Art. 4A) and by the other written agreements between you and us governing the applicable service, including this Agreement and any separate ACH Origination Agreement, Wire Transfer Agreement, or other services agreement you may have executed. In addition, and to the fullest extent permitted by applicable law:

1. We shall not be liable for any loss or damage arising out of or related to any transfer, or any failure, delay, or error in executing, canceling, or amending any transfer, except to the extent caused by our gross negligence or willful misconduct.
2. In no event shall we be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including, without limitation, lost profits, lost business, loss of goodwill, or loss of data), whether arising in contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such damages.
3. Our aggregate liability for any claim, loss, or damage arising out of or related to any transfer or series of related transfers shall not exceed the lesser of (a) the amount of the transfer or transfers giving rise to the claim or (b) the actual, direct damages proven by you. We shall have no obligation to pay interest, attorneys’ fees, or costs except as expressly required by provisions of Article 4A that are not permitted to be waived by contract or unless otherwise provided in a separate written agreement governing the applicable service.
4. We shall not be liable for any loss or damage resulting from: (a) your failure to follow the security procedures we have established or offered for a service (including, without limitation, you declining or opting not to utilize our Positive Pay service); (b) the acts or omissions of any third party, including any payee, beneficiary’s bank, intermediary bank, ACH operator, processor, Service Provider, telecommunications carrier, or internet service provider; (c) any inaccuracy, ambiguity, or incompleteness in any instruction received from you or any person purporting to act on your behalf; (d) your failure to review statements, notices, or confirmations and to report unauthorized or erroneous transfers within the time periods required by this Agreement or applicable law; (e) the application of any law, regulation, or governmental or court order; or (f) any cause beyond our reasonable control, including acts of God, natural disasters, acts of civil or military authority, acts of terrorism, labor disputes, power or equipment failures, failures or interruptions of communications or data processing services, cyberattacks, denial-of-service attacks, pandemics, or other similar circumstances.
5. You agree that any security procedure we offer for a particular service is commercially reasonable, and you are bound by any transfer, whether or not authorized, issued in your name and accepted by us in compliance with the security procedure. You assume all risk of fraudulent, unauthorized, or erroneous transfers that result from your failure to implement or follow recommended security procedures.
6. You agree to examine all statements, confirmations, and notices promptly upon receipt or availability and to notify us of any unauthorized, erroneous, or improperly executed transfer within the time period specified in this Agreement or the applicable separate services agreement, and in no event later than the earliest applicable deadline under UCC Article 4A. Failure to provide timely notice shall preclude you from asserting any claim against us with respect to such transfer, to the fullest extent permitted by law.

The provisions of this section supplement—and prevail over in the event of any conflict with—the Liability for Failure to Complete Transfers Involving Consumer Accounts section above with respect to any transfer that is not governed by Regulation E.

Disclosure of Account Information to Third Parties

We will only disclose information to third parties about your account(s) or your transactions if at least one of the following applies:

1. Where it is necessary for completing the transaction;
2. To verify the existence and condition of your account upon the request of a third party, such as a credit bureau or merchant;
3. If you give us written permission;
4. To comply with a government agency request or court order; or
5. As otherwise permitted or required by applicable law or in accordance with the terms of our Privacy Policy, as amended from time-to-time.

 

Liability for Unauthorized Transfers

The Following Provisions Govern Consumer Accounts:

Notify us immediately if you believe your Login Credentials have been lost, stolen, or compromised. Contacting us by telephone is the quickest way to minimize your possible losses.

If you tell us within two (2) Business Days after you learn of the loss or theft of your Login Credentials, you can lose no more than $50.00 if someone used your Login Credentials without your permission.

If you do not tell us within two (2) Business Days after you learn of the loss or theft, and we can prove we could have stopped someone from using your Login Credentials without your permission if you had told us, you could lose as much as $500.00.

If your statement shows transfers that you did not make, tell us at once. If you do not tell us within sixty (60) days after we sent the first statement on which the unauthorized transfer appeared, you may not get back any money you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the money if you had told us in time.

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

If you believe that your Login Credentials have been lost, stolen, or compromised, or that someone has transferred or may transfer money from your account without your permission, contact us immediately using the Contact Information section above.

The following Provisions Govern all Accounts Except Consumer Accounts

If your Premier Digital Banking access is for a Business Account or any other non-consumer account, you acknowledge that the protections of the Electronic Fund Transfer Act and Regulation E may not apply to your account. You agree to be bound by all transactions where valid Login Credentials are used. You agree that we will not be liable for any fraud, theft, or unauthorized transfer(s) that occur due to a breach of your computer system, network, or device security, so long as we have complied with the terms of this Agreement, even if funds are transferred to someone who is not entitled to them.

You agree to indemnify and hold us harmless from any loss, theft, claim, cost, or cause of action arising from any activity, including unauthorized electronic transfers, that occurs or is enabled by a breach or intrusion into your security system by anyone, including your employees or authorized representatives. Unless there is substantial evidence to the contrary, our records will be conclusive regarding any access to or action taken through Premier Digital Banking.

You agree to review and reconcile your accounts on each Business Day and to report any unauthorized transactions, errors, or discrepancies to us promptly upon discovery and in no event later than thirty (30) calendar days of the date the transaction was made available to you. Failure to report within this period may limit your ability to recover losses.

Mobile Deposit

Endorsement. Checks must be endorsed with “For Premier Bank Minnesota Mobile Deposit Only” above your signature. If a check is not endorsed properly, the mobile deposit will be declined.

Acceptable Checks. We accept checks made payable to you, with a current date, drawn on a U.S. bank. We do not accept money orders, third-party checks, cashier’s checks, traveler’s checks, or tax refund checks.

Deposit Limits. The Terms and Conditions contain limits on the maximum number of checks, the maximum aggregate dollar value of checks, and the maximum dollar value of any one check you may deposit in a single day.  You may request a higher maximums by emailing [email protected].

Availability. There is a 5:00 p.m. Central Time cutoff (on Business Days) for deposits made through Mobile Deposit. Deposits submitted on days that are not Business Days or after 5:00 p.m. Central Time, on Business Days, will be processed the following Business Day. Funds are typically available on the next Business Day, but longer delays may apply. We may delay availability of funds from any mobile deposit at our sole discretion. The availability of funds is further governed by our funds availability policy.

Check Retention. Before destroying your original check, keep it in a secure location for 15 days following the successful completion of your deposit. You agree not to deposit the original check at any financial institution or through any other channel after submitting the image through Mobile Deposit.

Customer Warranties. With respect to each check you deposit through Mobile Deposit, you represent and warrant that:

1. You have possession of the original check and are entitled to enforce it or are authorized to obtain payment on behalf of a person entitled to enforce it.
2. The image of each check transmitted is a true and accurate rendition of the front and back of the original check, without any alteration, and all information on the image is legible, genuine, and accurate.
3. You will not re-deposit, transfer, negotiate, or otherwise present the original check or any image of the check for payment at any financial institution or through any other channel after submitting the image through Mobile Deposit.
4. The drawer of the check has no defense against payment of the check, and the check has not been previously returned unpaid.
5. Files and images transmitted to us will contain no viruses or any other disabling features that may adversely impact our network, data, or related systems.
6. You are using Mobile Deposit only for lawful purposes and in compliance with all applicable laws, rules, and regulations.

Any email address you provide when making a mobile deposit will be used for that deposit notification only. This will not change or delete any email addresses previously provided to us. All deposits are subject to verification and may be adjusted upon review.

Bill Pay

Bill Pay allows you to make payments from your account(s) to payees you select. Enrollment in Bill Pay requires your acceptance of separate terms and conditions governing Bill Pay, which are in addition to this Agreement. Upon enrollment, Bill Pay may be accessed and used through Premier Digital Banking in accordance with the Bill Pay terms and conditions and this Agreement.

eStatements

You have the right to receive your account statements and disclosures on paper. By enrolling in eStatements, you consent to receive these records electronically in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001). Before you consent, please review the hardware and software requirements below to confirm that you are able to access electronic records. You may withdraw this consent at any time as described in the Withdrawing Consent and Paper Copies section below. If you withdraw your consent, paper delivery of your statements will resume, and fees may apply as disclosed in the applicable Account Fee Schedule. You are responsible for maintaining a valid email address and for promptly notifying us of any changes to your email address.

By electing to receive eStatements, you authorize us to discontinue sending periodic account statements and disclosure notices by postal mail and to instead deliver them electronically through Premier Digital Banking. Changes to the delivery method of your periodic statements and notices will be subject to our review.

Authorization and Eligibility

You understand and agree that:

1. Accounts eligible for eStatement delivery include checking, savings, and money market accounts.
2. Your consent to receive eStatements also includes electronic delivery of other notices and disclosures that we may send with your account statement(s), such as notices about changes in terms, disclosures required by regulation, privacy notices, and notices about changes in fees or product pricing.
3. If an eligible account is part of a combined statement and is the primary account, the eStatement will include those other accounts.
4. You are an authorized signer on the account(s) being accessed.
5. If any account specified is a joint account, you acknowledge that you are the primary accountholder and that you have obtained authorization from each joint accountholder. All joint accountholders are legally bound by the terms and conditions of this section.

 

Notification of eStatement Availability

If you elect to receive eStatements, you will be able to access them for 18 months once published. Statements are generally available through Premier Digital Banking on the second Business Day following the statement cut date. You must maintain a valid, active email address and must promptly notify us of any change to your email address by contacting us through Premier Digital Banking, by emailing [email protected] (do not email private or confidential information), or by calling (651) 858-3831.

Hardware and Software Requirements

To access, view, or print eStatements, you must be enrolled in Premier Digital Banking and your device must meet the following minimum requirements: Internet access and a valid email address; a currently supported PDF reader (we recommend the most recent version of Adobe Reader); a currently supported Internet browser with cookies enabled; and a printer or storage device so that you are capable of printing or retaining Internet-based data.

Withdrawing Consent and Paper Copies

Your consent to receive eStatements is voluntary and may be withdrawn at any time. Upon withdrawal, you will no longer have access to eStatements through Premier Digital Banking. Statements previously provided electronically will not be mailed to you; you must print them for your retention. There is no fee for copies of notices or disclosures. Fees may apply for the delivery of paper statements, as disclosed in the applicable Account Fee Schedule.

To withdraw your consent or request paper copies, you may:

1. Email [email protected] (do not email private or confidential information);
2. Call (651) 858-3831; or
3. Send a written request to: Premier Bank Minnesota, Attn: eDelivery, 101 East 10th Street, Hastings, MN 55033.

Additionally, for certain Consumer Accounts, you may withdraw your consent or request paper copies under: Settings > Statement Delivery in Premier Digital Banking.  Access is based on your eligibility as the primary accountholder.  If you are unable to withdraw consent using this method, you must use one of the methods identified in the above list.

Ready Reserve Account Holders

By switching to eStatements, Ready Reserve Account payments will be debited automatically from your account 15 calendar days after your statement cut date. If eStatements are terminated, payments will revert to the original payment date.

Bill Pay Users

If you use Bill Pay and you terminate eStatements, you may be charged an additional fee as disclosed in your Bill Pay Agreement or any other Fee Schedule that applies to your account.

Data Download and Export

If you download or export account information from Premier Digital Banking into personal financial management software (such as Quicken, QuickBooks, or similar applications), you acknowledge that: (a) downloaded information is for tracking purposes only and is not an official bank record; (b) we are not responsible for the accuracy or completeness of downloaded information, which reflects account information only as of the time of download; (c) you are solely responsible for any damage to your device or loss of data resulting from downloading; and (d) once you take account information out of Premier Digital Banking by downloading, we are no longer responsible for the security or confidentiality of that information. We do not provide legal, tax, or accounting advice in connection with your use of downloaded data.

Error Resolution

In case of errors or questions about your electronic transfers or deposits, please contact us using the Contact Information section above.

The Following Provisions Govern Error Resolution Involving Consumer Accounts

We must hear from you no later than sixty (60) days after we sent the first statement on which the problem or error appeared.

Tell us your name and account number.

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

Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or questions in writing within ten (10) Business Days.

We will determine whether an error occurred within ten (10) Business Days after we hear from you and will correct any error promptly. If we need more time, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) Business Days for the amount you think is in error so that you will have the use of the money during our investigation. If we ask you to put your complaint or questions in writing and we do not receive it within ten (10) Business Days, we may not credit your account.

If a notice of error involves an electronic fund transfer that occurred within thirty (30) days after the first deposit to the account was made, the error involves a new account. For errors involving new accounts, point-of-sale debit card transactions, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new accounts, we may take up to twenty (20) Business Days to credit your account for the amount you think is in error.

We will tell you the results within three (3) Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

The Following Provisions Govern Error Resolution Involving Non-Consumer and Business Accounts

If you have a non-Consumer or Business Account, the error resolution procedures described above for Consumer Accounts may not apply to your account. You are responsible for reviewing your account statements and transaction records promptly and for reporting any errors, unauthorized transactions, or discrepancies to us promptly upon discovery and in no event later than thirty (30) calendar days after the date the statement or transaction record was made available to you. If you fail to report promptly or fail to report prior to the deadline stated above, the statement and all transactions reflected on it will be deemed correct, and you may be precluded from asserting any claim against us arising from such transactions. We will investigate reported errors and respond within a reasonable time, but the specific timeframes and provisional credit requirements of Regulation E do not apply to Business Accounts.  Note that, as provided elsewhere in this Agreement, if we offer a fraud prevention service such as Positive Pay and you decline to utilize such service, you may be responsible for errors or transactions that would have been prevented through the use of such service.

Statements

You have the right to receive documentation of your electronic fund transfers. Your Premier Digital Banking transactions will appear on the monthly or quarterly statement we provide or make accessible to you for your accounts. You agree to review each statement promptly upon receipt or availability. You agree to notify us promptly if you change your address or if you believe there are any errors or unauthorized transactions on any statement. (See the Error Resolution section above for procedures and timeframes.)

Stop Payment

Access and Placing a Stop Payment Order. You may submit a Stop Payment Order through Premier Digital Banking. “Stop Payment Order” means a timely written or electronic instruction from you to us, submitted in the manner required by this Agreement, directing us not to pay a specified check drawn on your account. A Stop Payment Order must (1) identify the account on which the item is drawn; (2) describe the item with reasonable certainty, including the exact check number, the exact dollar amount of the item, the date of the item, and the name of the payee; (3) be received by us at a time and in a manner that affords us a reasonable opportunity to act on it before we have accepted, certified, paid, settled for, posted, or become accountable for the item under Minn. Stat. §336.4-303; and (4) be authenticated by you or a person authorized to act on your behalf with respect to the account. A Stop Payment Order applies only to the specific item identified in the order and does not operate as a general instruction to dishonor other items.

You may submit Stop Payment Orders through Premier Digital Banking for checks only. To request a stop payment on a preauthorized electronic fund transfer, ACH entry, wire transfer, or bill payment, you must follow the separate procedures described in the applicable agreement governing that service or contact us directly.

Effective Period. Stop Payment Orders remain in effect for either (1) a period of six months from the date the order is requested, or (2) the period until we receive a record or writing revoking the Stop Payment Order, whichever occurs first. If an item on which a Stop Payment Order has been placed has not cleared or been returned to you by the payee, you may renew the Stop Payment Order for an additional six months by resubmitting through Premier Digital Banking.

Liability. You agree to indemnify and hold us harmless from any and all claims, liabilities, costs, and expenses, including court costs and reasonable attorney fees, resulting from our refusal to pay an identified check. We will have no liability to you for payment of the item contrary to your Stop Payment Order if the information provided (such as the check number, dollar amount, or account number) is not accurate. We are not liable to you if we pay the item and we acted in good faith or exercised ordinary care. Any damages that you incur and for which we may be liable are limited to actual damages not to exceed the amount of the item.

Fees. You agree that we may charge a fee, as noted in the current Fee Schedule, for each Stop Payment Order, and that such fee may be deducted from your account. We may charge a similar fee for each renewal.

Notification. You understand that if a Stop Payment Order comes too late for us to have a reasonable opportunity to act on it prior to accepting, certifying, paying, settling for, posting, or becoming accountable for a check, the Stop Payment Order will be of no effect. Stop Payment Orders are processed by our computer system. Any errors, omissions, or inaccuracies in the information you provide may prevent proper processing of the order and may result in payment contrary to your request.

Applicable Laws. A Stop Payment Order on checks or drafts is governed by the provisions of the Uniform Commercial Code in effect in the state of Minnesota.

External Transfers

You may be allowed to use your checking or savings accounts to submit external transfers to or from eligible deposit accounts held at other United States financial institutions. Acceptance of this section constitutes your agreement to the use of ACH and other electronic payment networks in connection with External Transfers (as hereinafter defined) offered through Premier Digital Banking. This section does not create a separate ACH origination agreement.

External Transfers Defined. “External Transfers” are transfers made both from and to accounts held with us (the “Originating Depository Financial Institution”) and both from and to any other financial institution (the “Receiving Depository Financial Institution”) that participates in the Automated Clearing House (“ACH”) Network. External Transfers are processed through the ACH Network or other electronic payment systems selected by us.

Initiating an External Transfer using your account(s) constitutes your authorization for both debiting and crediting all accounts with us and all other financial institutions involved. Each External Transfer constitutes a separate authorization.

Account Ownership and Verification. Accounts at all financial institutions must be owned by and accessible to the Premier Digital Banking user creating external transfers.

To establish the connection between us and the receiving institution, verification of ownership may be completed through Plaid®. When you choose to connect your external financial accounts using Plaid, you will be prompted to enter the username and password associated with those accounts. Plaid then links your accounts securely. Plaid does not sell personal information and will only use it with your permission.

You may also link accounts through micro deposits initiated from us to the receiving institution. Micro deposits must be confirmed through Premier Digital Banking to establish the external connection. After you confirm the micro deposits, they will be withdrawn.

You represent and warrant that you are authorized to access and use each external account and that all information you provide to establish or maintain an external connection is accurate and complete.

All ACH filters at the receiving institution must allow both deposits and withdrawals.

Overdrafts. No External Transfer may be made that would overdraw your account. Any transfer set to overdraw your account will be rejected at the time of processing.

Transfers from receiving institutions are subject to that institution’s funds availability and overdraft policies. We are not responsible for any fees incurred at a receiving institution as a result of your External Transfers.

Timing and Availability. External Transfers are effective based on the date indicated in the transfer request and subject to our acceptance and processing requirements. Availability of funds is determined by the receiving institution.

If transfers are submitted before 5:00 p.m. Central Time, the transfer can be effective on the following Business Day or later. For transfers submitted after 5:00 p.m. Central Time, the transfer can be effective on the second Business Day or later.

All processing and delivery timeframes are estimates only and are not guaranteed. Credits resulting from External Transfers are provisional until final settlement is received through the ACH Network.

Fees. Fees for External Transfers will be applied according to the most recent Fee Schedule and are based on the type of account from which the transfer is made. You may contact us at any time to request a fee schedule.

ACH Authorization. You authorize us and our processing partner to act as your Originating Depository Financial Institution for the purpose of transmitting ACH entries into the ACH Network on your behalf related to External Transfers authorized by you or your authorized representatives.

You understand and acknowledge that the application used to transmit these transactions will assign a Standard Entry Class (“SEC”) code for the transaction at the time of processing.

You agree to comply with all requirements applicable to the assigned SEC code and acknowledge that the SEC code may affect processing, settlement, and return rights.

Compliance. You understand and agree that all External Transfers must comply with applicable rules and laws of the United States, along with all state law, regulations, and the rules of the ACH Network as prescribed and administered by the National Automated Clearing House Association (“Nacha”) (the “Nacha Operating Rules”), as amended from time to time.  You represent and warrant that you will not initiate any External Transfer or engage in any act or omission that violates or causes us to violate any OFAC regulations, sanctions or executive orders, or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), the Board of Governors of the Federal Reserve, and the Federal Financial Institutions Examination Council (“FFIEC”).

You represent and warrant that each External Transfer you initiate is authorized, accurate, and permitted under applicable law and the Nacha Operating Rules.

You further represent and warrant that: (a) each authorization for an External Transfer has not been revoked or otherwise terminated at the time you initiate the transfer; and (b) you will not reinitiate any External Transfer that has been returned unpaid except in compliance with the Nacha Operating Rules, including any limitations on the number and timing of reinitiations.

We may review, monitor, delay, reject, or suspend any External Transfer at any time to ensure compliance with applicable law, risk management standards, or the Nacha Operating Rules.

Returns, Rejections, and Reversals. External Transfers may be reversed, rejected, or returned for reasons including insufficient funds, incorrect account information, lack of authorization, or violation of the Nacha Operating Rules.

We are not responsible for losses arising from returned, rejected, or reversed External Transfers. You agree to reimburse us for any losses, fees, or expenses incurred in connection with such transfers.

Inconsistency of Name and Account Number. You acknowledge and agree that if an External Transfer describes the recipient inconsistently by name and account number, the transfer may be executed solely on the basis of the account number, even if the account number identifies a person different from the named recipient. Your obligation to pay us for the amount of the transfer is not excused in such circumstances. You are solely responsible for verifying the accuracy of any account number you provide when initiating an External Transfer.

Error Detection. We have no obligation to discover, and shall not be liable to you for, any errors you make in initiating an External Transfer, including errors in identifying the recipient, the receiving institution, or the amount of the transfer, or the issuance of duplicate transfer requests. If you discover that you have initiated an External Transfer in error, you must notify us immediately. We will use commercially reasonable efforts to assist in recovering funds transferred in error, but we make no representation or warranty that such recovery will be successful, and we shall not be liable for any loss arising from an erroneous or duplicate transfer initiated by you.

Cancellation and Amendment of Transfers. You have no right to cancel or amend an External Transfer after we have received and begun processing your instructions. We will use commercially reasonable efforts to act on a cancellation or amendment request received before we have transmitted the transfer to the ACH Network or other payment system, but we have no obligation to do so and shall have no liability if we are unable to effect any cancellation or amendment. You agree to reimburse, indemnify, and hold us harmless for any expenses (including reasonable attorney fees), losses, or damages we incur in effecting or attempting to effect your request for cancellation or amendment of a transfer.

Right of Offset and Account Debit Authorization. You authorize us to debit any deposit account you maintain with us, without prior notice to you and to the fullest extent permitted by applicable law, for any amount you owe us arising from or related to your use of External Transfers, including without limitation: (a) the amount of any External Transfer that is returned, reversed, or recalled for any reason; (b) any fee, fine, penalty, or assessment imposed on us by any ACH operator, payment network, or regulatory authority as a result of your External Transfers or your violation of the Nacha Operating Rules; (c) any overdraft or negative balance created by an External Transfer; and (d) any amount you are obligated to reimburse us under this Agreement. This authorization supplements and does not limit any right of setoff or security interest we may have under applicable law, your deposit account agreement, or any other agreement between you and us. Nothing in this paragraph shall be construed to authorize any debit that is prohibited by applicable federal or state law or regulation.

Suspension or Termination. We may suspend or terminate your access to External Transfers at any time and for any reason, including, without limitation, risk, security, operational, or compliance reasons. Limits on External Transfers may be imposed or modified at any time in our discretion. We will notify you of any such suspension, termination, or limitation.

Positive Pay Recommendation

We offer various fraud prevention services depending on your account type, including but not limited to, Positive Pay.  For Business Account holders or any account holders with large check volumes, we highly recommend the use of Positive Pay. These services are designed to reduce unauthorized or fraudulent transactions from posting to your account by enabling you to review and authorize checks and ACH debits before final payment is made. You acknowledge that by declining to implement and use one or more of these services, there is an increased likelihood that a fraudulent, unauthorized, or altered payment transaction may occur from your account.  Except as required by law, we will not be liable for any loss from payment of a forged, altered, counterfeit, or unauthorized check and/or ACH item unless we failed to act in good faith or engaged in willful misconduct.  Additionally, if you decline to implement Positive Pay despite our recommendation, you accept all risk in not implementing this service and agree that you will be liable for any loss from payment of a forged, altered, counterfeit, or unauthorized check and/or ACH item that could have been prevented through the use of such service.

Notice of Your Rights and Liabilities

You are liable for all transactions that you make or authorize, even if the person you authorize exceeds your authority. If you have given someone your Login Credentials and want to terminate that person’s authority, you must change your Password or take additional steps to prevent further access by that person.

To help prevent unauthorized transactions or account access, you agree to ensure the security of any device you use to access Premier Digital Banking. This includes installing and maintaining current anti-virus software, maintaining current operating system and browser updates, and using a firewall where appropriate. You also agree that we may revoke your Premier Digital Banking access if unauthorized account access or transactions occur as a result of your negligence in safeguarding your Login Credentials or in securing your devices.

Communication Consent

By enrolling in or using Premier Digital Banking, you consent to receive communications from us and our Service Providers, including but not limited to calls, text messages (SMS/MMS), push notifications, and emails, at any telephone number or email address you provide to us, including wireless telephone numbers. You agree that such communications may be made using automated telephone dialing systems, prerecorded or artificial voice messages, or automated text messages, to the extent permitted by applicable law, including but not limited to the Telephone Consumer Protection Act (47 U.S.C. § 227) and any applicable state laws. These communications may relate to your accounts, transactions, security alerts, fraud prevention, servicing, collections, and other matters related to Premier Digital Banking. Standard message and data rates from your wireless carrier may apply. You may opt out of non-essential communications at any time by contacting us using the Contact Information section above, but you acknowledge that certain communications related to security, fraud alerts, and account servicing may not be subject to opt-out.

Disclaimer of Warranties

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT YOUR USE OF PREMIER DIGITAL BANKING IS AT YOUR SOLE RISK. PREMIER DIGITAL BANKING AND ALL INFORMATION, SOFTWARE, PRODUCTS, AND CONTENT INCLUDED IN OR ACCESSIBLE THROUGH PREMIER DIGITAL BANKING ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT PREMIER DIGITAL BANKING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. No oral or written information or advice given by any of our employees, officers, or representatives shall create a warranty or in any way increase the scope of the warranties expressly provided in this Agreement.

Limitation of Liability

EXCEPT AS REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE PREMIER DIGITAL BANKING, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ATTORNEY FEES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the extent permitted by applicable law, our total liability to you for any claim arising out of or related to this Agreement or your use of Premier Digital Banking will not exceed the amount of any fees you paid to us for Premier Digital Banking during the twelve (12) months preceding the event giving rise to the claim. The limitations in this section apply to the fullest extent permitted by law and survive termination of this Agreement.

Indemnification

You agree to indemnify, defend, and hold harmless us, our parent companies, affiliates, and each of our respective officers, directors, employees, agents, and Service Providers from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) your use of or access to Premier Digital Banking; (b) your breach of this Agreement or any representation or warranty contained herein; (c) your violation of any applicable law, rule, or regulation; (d) any unauthorized use of your Login Credentials; (e) any dispute between you and a third party related to Premier Digital Banking; or (f) any negligent or wrongful act or omission by you or your authorized representatives in connection with Premier Digital Banking. This indemnification obligation will survive termination of this Agreement.

Force Majeure

We will not be liable for any failure or delay in performing our obligations under this Agreement if such failure or delay results from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, fire, flood, tornado, epidemic or pandemic, war, terrorism, civil unrest, strikes or labor disputes, government actions or orders, power outages, failure of telecommunications or Internet service providers, cyberattacks, equipment failure, or any similar cause. During any such event, our obligations under this Agreement will be suspended to the extent necessary, and we will use commercially reasonable efforts to resume performance as soon as practicable.

Amendments or Cancellation

We may amend or cancel your Premier Digital Banking privileges at any time, without notice or cause. You may cancel this Agreement at any time by providing written notice to us. Cancellation will be effective after we receive the written notice and have a reasonable opportunity to act on it. Any cancellation or termination will not affect your existing liability to us. All rights and obligations for any transaction(s) that occur before we receive notice of cancellation will be determined by this Agreement.

Amendments or changes to the terms or conditions may be made without prior notice if they do not result in higher fees, more restrictive use of the service, or increased liability to you. For changes that would increase fees, restrict services, or increase your liability, we will provide at least twenty-one (21) days’ advance notice, or such longer period as required by applicable law. If you do not agree to any change, you may terminate your use of Premier Digital Banking or your acceptance of eStatements. Your failure to terminate will constitute your agreement to such changes.

We reserve the right, in our sole discretion, to waive, reduce, or reverse charges or fees in individual situations.

Assignment

We may assign this Agreement, in whole or in part, to any affiliate or to any successor in the event of a merger, reorganization, change of control, acquisition, or sale of all or substantially all assets, without your prior consent. You may not assign this Agreement or any rights or obligations hereunder without our prior written consent.

Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota and applicable federal laws of the United States, without regard to conflict-of-law principles. Any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the State of Minnesota, and you consent to the jurisdiction of such courts.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement will continue in full force and effect.

Waiver

We will not be deemed to have waived any of our rights or remedies under this Agreement unless such waiver is in writing and signed by an authorized representative. No delay or omission by us in exercising any right or remedy will operate as a waiver of that right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion.

Survival

The following provisions of this Agreement will survive any termination or cancellation of this Agreement or your use of Premier Digital Banking: Definitions, Intellectual Property, Third-Party Service Providers, Disclaimer of Warranties, Limitation of Liability, Indemnification, Force Majeure, Governing Law and Jurisdiction, Severability, Waiver, this Survival section, and any other provision that by its nature is intended to survive termination. Any accrued rights or obligations, including your obligation to report unauthorized transactions and any liability incurred prior to termination, will also survive.

JURY TRIAL WAIVER

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY DIGITAL BANKING SERVICE, OR ANY TRANSACTION CONDUCTED THROUGH THE PREMIER DIGITAL BANKING SERVICE. THIS WAIVER APPLIES WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. YOU ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR US TO PROVIDE PREMIER DIGITAL BANKING AND THAT WE HAVE RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT.

Entire Agreement

This Agreement, together with the Terms and Conditions, our Privacy Policy, our mobile privacy disclosure, the Fee Schedule, and any other agreements or disclosures incorporated by reference herein, constitutes the entire agreement between you and us with respect to your use of Premier Digital Banking and supersedes all prior or contemporaneous oral or written communications, proposals, representations, or agreements relating to the subject matter hereof. In the event of a conflict between this Agreement and any other agreement between you and us, the terms of this Agreement will govern with respect to Premier Digital Banking, except to the extent that applicable law requires otherwise.