Online Banking Agreement and Disclosure
This Online Banking Agreement and Disclosure ("Agreement") states the terms and conditions that govern the use of the services that Grove Bank & Trust ("Bank", "we", "us" or "our") may provide to its customers ("you", "your" or "user") through Grove Bank & Trust's online banking service ("Online Banking"). Online Banking offers a variety of services including, but not limited to online funds transfer services, online access to view account status, online bill payment services, electronic bill services and the ability to receive electronic statements (collectively, "Services" or "Online Banking Service"). Accounts eligible through Online Banking ("Eligible Accounts") include but are not limited to the following account types: checking, savings, money markets, installment loans, revolving lines of credit, and time deposits.
Online Banking Services may only be used in accordance with this Agreement, any supporting schedules and addendums to this Agreement, and any other previously agreed upon agreements as they relate to the Eligible Accounts being accessed through Online Banking. By using our Online Banking Services, you are agreeing to the terms of this Agreement and reaffirming the terms and conditions of the agreements and disclosures previously provided and agreed upon as they may relate to the Eligible Account being accessed through our Online Banking Website.
We are under no obligation to approve you using any Service and the decision to approve your use of any one or more Services is within our sole discretion. Our records will be conclusive as to the Services we approve you using from time to time and the dates on which we approve your use of such Services. For the purpose of this Agreement, we will be deemed to have approved your use of a Service on the date we complete the activation of the Service for you on our system, and once that occurs, we will be providing such Service to you.
You agree NOT to use or attempt to use the Services: (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation; (b) to breach any contract or agreement by which you are bound; (c) to engage in any activity or business that would result in you being or becoming a "money service business" as defined in the Bank Secrecy Act and its implementing regulations; or (d) if you are a commercial customer, to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction.
You acknowledge and agree that Bank has no obligation to monitor your use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that the Bank reserves the right to decline to execute any transaction or activity that the Bank believes violates the terms of this Agreement or any other agreement applicable to the Service being used.
The following definitions apply in this Agreement:
"Agreement" refers to this Online Banking Agreement and Disclosure. "Bank", "we", "us" or "our" refers to Grove Bank & Trust.
"Banking Business Day" refers to any calendar day other than a Saturday, Sunday or Federal Reserve Holiday. Federal Reserve Holidays are as follows: New Year's Day (January 1); Martin Luther King Day (Third Monday in January); President's Day (Third Monday in February); Memorial Day (Last Monday in May); Independence Day (July 4); Labor Day (First Monday in September); Columbus Day (Second Monday in October); Veterans Day (November 11); Thanksgiving Day (Fourth Thursday in November); Christmas Day (December 25). NOTE: If January 1, July 4, November 11, or December 25 fall on a Sunday, the next following Monday is a standard Federal Reserve Bank holiday. For more information and access to the exact dates as provided by theFederal Reserve Bank, please visit the Federal Reserve Bank's website at: http://www.frbservices.org/holidayschedules/index.html.
"Bill Pay" or "Bill Pay Service" refers to the Bank's online banking service that enables the scheduling of bill payments using an internet enabled device.
"Customer", "you", "your" or "user" refers to owner, authorized signer or authorized user of an account eligible for online banking services and any agents or representatives of such owner or authorized user/signer.
"Eligible Account" refers to accounts accessible through online banking and eligible for specific online banking services.
"External Transfer Services" or "External Transfers" refers to external transfers made through the Online Banking service that allows you to send funds to other U.S. financial institution accounts.
"Internal Transfer Services" or "Internal Transfers" refers to an online banking service that allows you to make transfers internally between most linked accounts eligible for online banking.
"Notification Procedures" refers to the notification procedures set out in this Agreement.
"Online Banking" refers to Grove Bank & Trust's online financial services website.
"Online Banking Services" or "Services" refers to all services offered through Grove Bank & Trust's online banking service.
"Online Transfer Services", "Transfers" or "Transfer Services" refers to external or internal funds transfer services offered through online banking.
"Payee" refers to the person or entity receiving a payment from you through our online bill payment or funds transfer services.
"Payment" refers to an Online Bill Payment Transaction
"Security Mechanism" refers to one or more code, user ID, password, security question, security device or other authentication method established or assigned by the Bank and required for your use of certain Services.
"Security Procedures and Requirements" refers to the security procedures and requirements set out in this Agreement.
Notification from us to you: Unless otherwise specified by applicable law or regulations, notices from us to you regarding any Service may be in writing delivered to you by first class mail, hand-delivery, facsimile, or email, or, if a Service is provided by access to an internet website, by posting the notice or communication on the website. For purposes of the foregoing, notice is deemed effective once deposited in the United States mail or when the facsimile or email is actually sent.
Notification from you to us : Immediate notification upon discovery of a stolen security device (User ID, Password, Security Device, computer), is required and shall be to Grove Bank & Trust 305-858-6666, M-F 9am - 4pm. Notices from you to us regarding any other Service may be delivered by first class mail or hand-delivery.
You agree to pay us the fees we establish for each of your Online Banking Services and you authorize us to automatically deduct all applicable charges and fees from your Eligible Account. Applicable fees will be assessed and charged and will appear on your regular periodic statement. Fees charged under this Agreement are in addition to any service charges or fees that apply to your accounts with us (examples of such fees includes, but is not limited to: NSF fee, returned item fee, stop payment request fee).
You should note that depending on how you access Online Banking Services, you might incur charges and fees assessed by your online service provider or mobile device carrier. We reserve the right to amend our fees from time to time. The Bank may change or add any fees for each of your Services by the procedures outlined in the "Amendments" section of this Agreement. For information on fees and charges related to your account, please see the applicable account agreement (e.g. Deposit Account Agreement) and our currentfee schedule. For a copy of our current fee schedule please contact a banking representative at firstname.lastname@example.org or (305) 858- 6666 to request one.
Amendments to this Agreement
The Bank may amend the terms, conditions, fees, and charges contained in this Agreement or any part of supplemental agreements, product schedules, user guides, addenda, set-up forms, input forms, or other documents we require in connection with these Services, or alter, change, modify or cancel the Services provided under the terms of this Agreement and any applicable product schedule, user guide or supplemental agreement, from time to time, in our sole and absolute discretion, without notice, except as may be required by law. If notice is required, we will send you a written notice by facsimile, email, regular mail or by posting the updated terms on our Website within the time period specified by law. For purposes of the foregoing, notice is deemed effective once deposited in the United States mail or when the facsimile or email is actually sent. If you do not wish to be bound by any such amendment you must immediately discontinue the affected service before the change becomes effective. Your continued use of the Services will indicate your acceptance of any such changes to the Service.
In addition, we may offer additional services and features through Online Banking in the future. Any such added services and features offered through Online Banking will be governed by this Agreement and by any terms and conditions provided to you at the time the new service or feature is added and/or at the time of enrollment for the services or feature, if applicable.
In the event performance of the Services provided herein, in accordance with the terms of this Agreement, would result in a violation of any present or future statute, regulation or government policy to which the Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or government policy, provided that any such amendment does not affect in any manner materially adverse to either party both the economic and legal substance of the transactions and services contemplated by this Agreement and the Bank shall incur no liability to the Customer as a result of such violation or amendment. No course of dealing between the Bank and the Customer will constitute a modification of this Agreement, or any supplemental agreement between the Bank and the Customer regardless of whatever practices and procedures the Bank and the Customer may use.
Your Online Banking Services will remain in effect until they are terminated by you or the Bank. You or we may terminate some or all of the Online Banking Services, with or without cause, by giving 30 calendar days prior notice to the other party. You may terminate your Services at any time contacting us. You may contact us by: (a) sending an email to email@example.com; (b) calling us at (305) 858-6666; or (c) writing to us at: Grove Bank & Trust, Attention: Online Banking, 2701 S. Bayshore Drive, Miami, FL 33133. We recommend that you cancel any scheduled payments prior to notifying us that you are discontinuing the Service. Termination of your Online Banking Services does not terminate your Grove Bank & Trust accounts or affect any other services you may have with the Bank that are unrelated to Online Banking Services. If you terminate a Service, you authorize the Bank, if applicable to the Service(s) you are terminating, to continue making transfers you have previouslyauthorized and to continue to charge monthly fees until such time as the Bank has had a reasonable opportunity to act upon your termination notice (usually 2 Bank Business Days). If the Bank terminates your use of any applicable Service, you close your Eligible Account or otherwise terminate or unlink certain Services (e.g. bill payment services or funds transfer services), the Bank reserves the right to make no further transfers from your Eligible Accounts, including any transactions you have previously authorized.
We may terminate the Services immediately if: (a) you breach any agreement with us; (b) the confidentiality of the Security Procedures, Requirements or Mechanisms is compromised; (c) we have reason to believe that an unauthorized transaction has taken or may take place involving your Eligible Account or a Service; (d) you or we close your Eligible Account(s); or (e) in our sole discretion, we determine that you have abused the Online Banking Services or we believe that the Bank will suffer a loss or other damage if this Agreement and/or Service is/are not terminated.
The Bank's election to terminate this Agreement is in addition to any and all other remedies that may be available to the Bank and will not affect any obligations you may have to the Bank. Your obligation with respect to any item shall survive termination of this Agreement and any Service until any applicable statute of limitation has elapsed.
Termination for Inactivity
If you do not sign on to Grove Bank & Trust's Online Banking Service to access your Eligible Accounts, or do not schedule a payment through Grove Bank & Trust's Bill Pay Service for any consecutive three month period, we reserve the right to cancel your Service(s).
Data and Information Supplied by You
In order to use certain features within the Online Banking it may be necessary for you to enter certain data or information. You shall transmit or deliver the data and other information in the format and on the media as provided for in any instructions, directions or user guides that the Bank provides that outline how to use the particular service. You shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. You acknowledge and agree that the Bank shall not examine the data for correctness and the Bank shall not have any responsibility for detecting errors in the data transmitted by you. The data transmitted by you must be legible, correct and complete. The Bank shall not process, and the Bank shall not be liable to you for failure to process, the data if it is not in the format specified by the Bank or if the data is incomplete. The Bank shall not be liable for errors or omissions caused by data that is rejected as the result of your failure to provide the data in accordance with the standards specified in this Agreement or any applicable agreement or operating instructions for the particular service available through Online Banking. You agree that you shall be solely liable for, and the Bank shall not have any liability whatsoever to you for, any data or other information that is not received by the Bank or for any data or other information that is intercepted or altered by an unauthorized third party. You agree that Bank has no obligation to accept any data or other information and, therefore, may reject any data or other information transmitted or delivered by you in connection with a Service. You have sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by us and delivered to you in connection with any Service and you agree to carefully review all such information.
You shall deliver or transmit all data or information to Bank by the deadline(s) specified in this Agreement, any applicable agreement or any user instructions or directions provided. Bank shall have no obligation to process data or perform the Service if the data is not received by the Bank by the specified deadline.
Your use of Online Banking Services is subject to the following limitations: (a) there may be a limit on the dollar amount of the transactions you can make using these Services for security purposes and these limits are subject to change from time to time; (b) Online Bill Payments can only be made with U.S. currency; (c) no Online Bill Payments may be made to Payees outside the United States; (d) there may be limits on the number of transactions you can make using these Services due to federal banking regulations that restrict the number of transfers and withdrawals on certain account types; (e) additional limitations may be contained in this Agreement or in the agreements you entered into for specific services accessible through the Online Banking; (f) your ability to initiate transactions may also be limited by the terms of other agreements you have with the Bank or by applicable law.
Linking Eligible Accounts of Additional Eligible Accounts
If you are authorized to enter into this Agreement for Online Banking Services for another personal or business account that is eligible for Online Banking Services and these accounts have like signers, you may link the other business or personal accounts to an existing account. However, in doing so you will be electing, at your risk and that of the business, but not of the Bank, to use a common online ID and password for Online Banking Services for all linked business and personal accounts. You can do this only if you are authorized to link the accounts and to use all the functions of Online Banking Services for each account. You further agree to inform the Bank if your authority over any linked account decreases. The Bank is not liable if your authority over any account decreases until we are informed of the change in authority using the notification requirements outlined in the Notification Procedures section of this Agreement.
Online Statement Access
A PDF version of your periodic account statements for Eligible Accounts is available through Online Banking. Your statement will remain available online for up to 24 months. You may also print the statements or download to your own system. The PDF version of the statement will be the legal statement of record. Adobe Reader is required to VIEW AND PRINT the legal copy of the statement. Adobe Reader is available for download free of charge at http://www.adobe.com/. Please note that we are not responsible for the performance of any third-party software or for any damage to your computer or other equipment caused by the installation of any third-party software.
Grove Bank & Trust reserves the right to cancel the Online Statement Access at any time without notice to you, unless required by law or regulation. Accessing your period account statement through Online Banking will not discontinue your paper statements. If you wish to discontinue your paper statements and use the Online Statement Access only you will need to complete our e-Statement Consent Form. To receive a copy of the e-Statement Consent Form please contact us by: (a) sending an email to firstname.lastname@example.org; (b) calling us at (305) 858-6666; or (c) writing to us at: Grove Bank & Trust, Attention: Online Banking, 2701 S. Bayshore Drive, Miami, FL 33133.
Internal Transfer Services ("Internal Transfers")
Internal Transfer Services ("Internal Transfers") is a feature of Online Banking that allows you to make transfers internally, both one-time and recurring, from one linked Grove Bank & Trust checking, savings, or money market account to most other linked Grove Bank & Trust accounts, including loan accounts. Internal Transfers from a deposit account are immediately reflected in the account's available balance on the date of the transfer. All internal transfers entered within normal business hours are processed that day. Any internal transfers performed after normal business hours will be processed the next available Bank Business Day.
Limitations and Dollar Amounts for Internal Transfer Services
Grove Bank & Trust does not currently impose a limit on the amount that may be transferred using our Internal Transfer Service. The Bank reserves the right to change the Internal Transfer limits at any time without notice to you, unless required by law or regulation. At our discretion we may refuse to process any transaction that exceeds certain established limits by the Bank. In this case, you are responsible for making alternate arrangements or rescheduling the payment or transfer within Online Banking.
A one-time immediate Transfer CANNOT be cancelled after it has been submitted in Online Banking. Future-dated and recurring Transfers can be cancelled prior to midnight ET on the Bank Business Day prior to the date the Transfer is scheduled to be made. If the Transfer status is in-process or processed, you can no longer cancel it. After you cancel a future-dated transfer the status of the transfer is changed to cancelled.
Our Liability for Failure to Cancel or Stop a Transfer
If you attempt to cancel a Transfer in accordance with the above instructions and are unsuccessful, we will be not be liable for any losses or damages, but will work with you and our third-party service provider to reverse the transaction to the extent we are able; however the final decision to reverse the transaction lies with the recipient of the funds.
Online Banking Alerts
We provide automatic alerts and voluntary account alerts. Automatic alerts are sent to you following important account activities or when certain changes are made online to your Online Banking account, such as a change in your email address. You do not need to activate these alerts. We automatically activate them for you. Voluntary account alerts must be activated by you. Voluntary account alerts allow you to choose alert messages for your Eligible Accounts. Each alert has different options available and you will be asked to select from among these options upon activation of your alerts service.
Both automatic alerts and voluntary account alerts are subject to the following: (a) we may add new automatic and voluntary account alerts from time to time, or cancel old alerts; (b) we usually notify you when we cancel alerts, but are not obligated to do so; (c) alerts will be sent to the email address you have provided; (d) if your email address changes you are responsible for informing us of that change; (e) while Grove Bank & Trust does not charge for the delivery of the alerts, please be advised that text or data charges or rates may be imposed by your carrier; (f) changes to your email addresses will apply to all of your alerts.
You understand and agree that your alerts may be delayed or prevented by a variety of factors. We do our best to provide alerts in a timely manner with accurate information. We neither guarantee the delivery nor the accuracy of the contents of any alert. You also agree that we shall not be liable for: (a) any delays, failure to deliver, or misdirected delivery of any alert; (b) for any errors in the content of an alert; or (c) for any actions taken or not taken by you or any third party in reliance of an alert. Alerts are not encrypted; therefore, we will never include your password or full account number. However, alerts may include your name and some information about your accounts. Depending upon which alerts you select, information such as your account balance may be included. Anyone with access to your email will be able to view the contents of these alerts.
No Extension of Credit
If a Service involves a debit to any of your Eligible Accounts or any other account you maintain with us, you must have available in such accounts sufficient amounts to enable us to make the debit. Nothing in this Agreement will constitute or be deemed a commitment by us to extend credit to you, or to grant to you overdraft privileges. We will not have any obligation to make any funds available to you to affect any payment being made by you or to enable you to use any one or more of the Services. Any obligation to extend credit to you or to otherwise make funds available to you must be set out in a separate agreement executed by us through a person authorized to make credit decisions on our behalf.
Multiple Signer Accounts
For some Eligible Accounts the Bank may have agreed, through a separate agreement between the Bank and the Customer, to require multiple signatures for transactions.
This requirement does not extend to transactions initiated through Online Banking. Your acceptance of this Agreement and/or use of Online Banking Services constitute your agreement to waive the requirement of multiple signatures on transactions initiated through Online Banking and that we may act on the verbal, written or electronic instructions of any properly identified authorized signer.
Equipment & Software
To access and use one or more of the Services, we may require that you have certain systems, equipment, computers, hardware, software, telecommunications equipment and services, and/or internet access and services (collectively "Customer System") You are responsible at your sole expense for: (a) obtaining and properly maintaining all Customer System necessary to use our Online Banking Services; (b) the performance, functionality, input, output and connectivity of the Customer System; (c) any damage to the Customer System, whether in connection with use of the Services or otherwise, and all necessary repairs and/or replacements (d) implementing reasonable measures to protect the security of the Customer System against unauthorized access to and/or use of the Services or Services data and information entered or delivered through the Customer System.
Errors and Questions
We report your Online Banking Service transactions on the monthly statements for your accounts. A description of each transaction, including whom you paid, and the date and amount of the transaction will appear on your statement. You may also view account activity online through Online Banking. Contact us immediately if you think: (a) your statement or transaction record is wrong; (b) you need more information about a transaction listed on your statement; (c) an unauthorized person has discovered your Online Banking user name or password; (d) an unauthorized person has gained access to the security information provided as required under the Security Requirements and Procedures; (e) someone has transferred or may transfer money from your account without your permission; (f) bill payment transactions have been made without your authorization. You must contact us in writing no later than 60 days after we have sent the FIRST statement on which the problem or error appeared regardless of how we make your statement of account available to you. Please explain as clearly as you can why you believe there is an error or why you need more information. Your duty to report unauthorized transactions, alterations or any other error with reasonable promptness is outlined in your Deposit Account Agreement.
You may contact us by: (a) sending an email to email@example.com; (b) calling us at (305) 858-6666; or (c) writing to us at: Grove Bank & Trust, Attention: Online Banking, 2701 S. Bayshore Drive, Miami, FL 33133.
ONLINE BANKING BILL PAY AND TRANSFER SERVICES
Online Bill Pay Services
Online Bill Pay Services ("Bill Pay" or "Bill Pay Service") is a feature of Online Banking that allows you to pay bills electronically from an Eligible Account. To use Online Bill Pay Services, you must provide us with the name and address of the Payee (i.e., the person you want to pay), your account number with that person and any other information we require to properly debit your Eligible Account with us and credit your account with the Payee. If your account number or any other information changes, or if you wish to add or delete Payees, you must provide us with these changes prior to the date the Online Bill Pay transaction ("Payment") is scheduled to be made. Any obligations that you wish to pay through Online Banking with Bill Pay must be payable in
U.S. dollars to a Payee located in the United States. We work with Payees to encourage them to accept an electronic or check payment. If we are unsuccessful, or if we believe that the Payee cannot process payments made through Bill Pay in a timely manner, we may decline to make future Payments to this Payee. In the unlikely event that this occurs, we will notify you using the notification methods detailed in the Notification Procedures section of this Agreement. We may refuse to make Payments to certain Payees at our sole discretion and to Payees that choose not to participate in Bill Pay Services. We reserve the right to restrict categories of Payees to whom Payments may be made using the Bill Pay Service. You agree that any payment for taxes, payments that are court-ordered, government payments and payments outside of the United States are prohibited and you agree that you will not attempt to use Bill Pay to make these types of payments. When you create a new Payee in Bill Pay, it has a temporary status until we have had sufficient time to set up the account, and for your business Payees, to verify information about your account. You should schedule a first-time Payment to a new Payee at least five (5) Bank Business Days before any payment due date, to allow us time to set up the Payee and verify information about your account with the Payee. The Bank reserves the right to impose limits on the number of Payees and on the amount of Payments that may be made. You acknowledge and agree that if you describe a Payee inconsistently by name and account number, scheduled Bill Pay transactions to the Payee will occur on the basis of the account number, even if it identifies a person other than the named Payee.
Scheduling Online Bill Payments
Although you can enter Payment information through the Bill Pay Service twenty-four (24) hours a day, seven (7) days a week, the Bank only initiates Payments on Bank Business Days. We will process Payment on the same Bank Business Day as your instructions indicate. If you schedule a Payment for a future date, we will process the transaction on that date if that day is a Bank Business Day. If the date you request for a future Payment is not a Bank Business Day, we will process the transaction on the Bank Business Day immediately preceding the date you have requested. If you schedule a recurring Payment and the Payment date does not exist in a month, the Payment will be processed on the last Bank Business Day of that month. Payments can be entered as a one-time transaction up to a year in advance, recurring transactions or as Payments that are automatically scheduled upon the receipt of an electronic bill (e-Bill). Recurring Payments are those made for the same amount, on the same date, on a weekly, bi- monthly, monthly basis, etc. Once started, recurring Payments will be made automatically until you delete the payment or transfer or upon the expiration date you enter. If the Payment is not a recurring Payment, it will be a one-time Payment. One- time Payments do not recur and are not made until you enter the Payee and amount of the current bill and submit the Payment.
Limitations and Dollar Amounts for Bill Payments
Bill Payments made using Online Banking are subject to the following limitations: Online Bill Payments can be for any amount between $1.00 and $10,000.00 AND A DAILY MAXIMUM FOR ALL PAYMENTS IS $10,000.00. The Bank reserves the right to change the Bill Payment limits at any time without notice to you, unless required by law or regulation
How Online Bill Payments are Delivered
Online Bill Payments are processed either through an electronic transmission to the Payee or by check drawn on the Eligible Account you designate and mailed to the Payee. Payees who receive electronic delivery will receive your payment information, including your account number with the Payee, through a computer link. All checks are sent through the U.S. mail. Payments made with checks are generally received and credited by most Payees within five (5) Bank Business Days. If we receive any instructions from a Payee, we may follow those instructions to help ensure that the Payment is received by the Payee and promptly credited to your account. To help ensure that your Payments arrive on time, you must schedule your Payments to be processed at least five (5) Bank Business Days before the payment due date (that is, the due date shown on your invoice or provided in your agreement with the Payee, not taking into account any applicable grace period). This generally allows sufficient time for the Payee to receive and post your Payment. When you attempt to schedule a Payment, we will inform you of the earliest available delivery date. To assure timely payment and obtain the full benefit of the Bill Payment Guarantee, you must schedule Payments and your account must be in good standing at least five (5) Bank Business Days before the payment due date. If you do not, or if for any reason your account is not in good standing, you will be fully responsible for all late fees, interest charges or other action taken by the Payee. The Bill Payment Guarantee is that your Payment will arrive to the Payee within five (5) Bank Business Days of the send-on date. However for the Bill Payment Guarantee be in effect the send-on date must be at least five (5) Bank Business Days before the due date. If the Payment fails to reach the Payee within five (5) Bank Business Days we will pay any late fee up to $50.00. We will not be responsible for any interest or finance charges nor will we be responsible for any change in interest rate due to a late payment. Nor will we be responsible for any opportunity lost injuries due to a late
Cancelling Bill Payments
An Online Bill Payment transaction can be cancelled on the send-on date up to the time the payment has an "in-process" status. Once the Payment is in-process it cannot be cancelled. Future-dated and recurring Payments can be cancelled prior to midnight ET on the Bank Business Day prior to the date the Payment is scheduled to be made. If the Payment's status is in-process or processed, you can no longer cancel it. After any payment is cancelled, the status changes to cancelled. A stop payment CANNOT be placed on an Online Bill Payment transaction that is sent electronically once it has been issued. However, a stop payment can be placed on an Online Bill Payment transaction that is sent by check UNTIL THE ITEM HAS BEEN PAID. There is no fee for deleting a Payment initiated through Bill Payment; however a fee may apply for a stop payment on a Bill Payment check.
Our Liability for Failure to Cancel or Stop the Bill Payment
If you attempt to cancel a Bill Payment transaction in accordance with the above instructions and are unsuccessful, we will be not liable for any losses or damages, but will work with you and our third-party service provider to reverse the transaction to the extent we are able; however the final decision to reverse the transaction lies with the recipient of the funds.
Electronic Bills ("E-Bills")
Electronic Bills ("E-Bills") is a feature of the Bill Pay service that enables you to receive bills electronically from participating Payees. Participating Payees establish their own criteria for reviewing requests to deliver E-Bills and have sole discretion to accept or decline your request. We do not participate in this decision. Participating Payees may take up to forty five (45) Bank Business Days to approve an E-Bill set-up request. In some cases we obtain the E-Bill from the website of the Payee. To do so, we will ask you for information needed for this purpose, such as any required password. When you provide this information, you authorize us to access the third-party website to retrieve the account information on your behalf, and you appoint us your agent for this limited purpose. We take no responsibility if a Payee does not provide the necessary data to forward an E-Bill in a timely manner. If you do not receive a bill, it is your responsibility to contact the Payee directly. We are not responsible for any late charges or other adverse consequences. Any questions regarding your bill details should be directed to your Payee. All parties have the right to cancel the service at any time. We will notify you if Grove Bank & Trust discontinues/stops E-Bills. If you request that an e-Bill be discontinued, we require seven (7) Bank Business Days for the Payee to receive and process the request. When you establish E-Bills with a participating Payee you will provide certain information that will be forwarded onto the Payee to complete your enrollment. If you have concerns about the future use of this information you should contact your Payee directly.
Bill Payment and Transfer Authorization and Sufficient Available Funds
You authorize Grove Bank & Trust to withdraw, debit or charge the necessary funds from your designated account in order to complete all of your designated transfers and payments. When you schedule a Bill Payment the funds may be debited from your account on the send on date selected. You agree that you will instruct us to make a withdrawal only when a sufficient balance is or will be available in your accounts at the time of the withdrawal. The completion of a transfer or payment is subject to the availability of sufficient funds (including any overdraft protection plans) at the time the transaction is posted. If enough funds to complete the transfer or payment are not available, we may either (a) complete the transaction and overdraw the account; or (b) refuse to complete the transaction. In either case, we may charge a non-sufficient funds (NSF), returned item, overdraft, or similar fee. Please refer to the applicable account agreement and Bank's current fee schedule for details. Grove Bank & Trust is under no obligation to inform you if it does not complete a payment or transfer because there are non-sufficient funds or credit in your account to process the transaction. In this case, you are responsible for making alternate arrangements or rescheduling the payment or transfer within Online Banking. In the case of recurring payments or transfers, only the payment or transfer currently scheduled may be cancelled. Recurring payments schedule for future dates will not be affected.
Our Liability for Failure to Complete Bill Payment or Transfer Instructions
We, or a third party acting as our agent service provider are responsible for completing fund Transfers and Bill Payments from your account(s) on time and according to your properly entered and transmitted instruction. If we do not complete a Transfer or Bill Payment to or from your account on time or in the correct amount according to our Agreement with you, we will not be liable for your losses and damage. In addition, neither the Bank, nor the Bank's service provider will be liable:
- If you do not have adequate money in a deposit account to complete a transaction from the account, or if that account has been closed;
- If you have not properly followed software or payment instructions on how to make a Transfer or Bill Payment;
- If you have not timely given complete, correct and current instructions so that a Transfer or Bill Payment can be made;
- If you do not authorize a Bill Payment soon enough for your payment to be made and properly credited by the Payee by the time it is due;
- If the Transfer or Bill Payment request is not in accordance with the current OFAC rules and other pertinent laws and regulations;
- If the Transfer or Bill Payment would cause your balance to go over the credit limit of an established credit line of credit or the credit limit for any credit arrangement set up to cover overdrafts;
- If a timely Transfer or Bill Payment is made but the Payee nevertheless does not credit your transfer or payment promptly after receipt;
- If withdrawals from any Eligible Accounts have been prohibited by a court order such as a garnishment or other legal process;
- If we or our agent reasonably believes that a transaction may be unauthorized and based thereon the transaction is not completed;
- If your equipment and/or the software were not working properly and this problem should have been apparent to you when you attempted to authorize a Transfer or Bill Payment; or
- If circumstances beyond our or our agent's or service provider's control prevent making a Transfer or Bill payment, despite reasonable precautions that we have taken (such circumstances include but are not limited to computer failure, telecommunication outages, postal strikes and other labor unrest, delays caused by Payees, fires, floods, and other natural disasters).
There may be other exceptions to our liability as stated in your account agreement for each Eligible Account. The list of examples set out in this section is meant to illustrate circumstances under which we would not be liable for failing to make a transfer or payment and is not intended to list all of the circumstances where we would not be liable.
SECURITY REQUIREMENTS AND PROCEDURES
We have developed Security Requirements and Procedures relative to the Services, which are outlined in the following sections. By accessing or otherwise making use of any of the Services, you acknowledge that you have reviewed our Security Requirements and Procedures and you agree that they are reasonable and that you are legally bound by them, as the same now exist and may in the future exist. In connection with any Service, if we comply with the Security Requirements and Procedures to which you have agreed, we will not be liable for the amount of any unauthorized transactions arising from the use of any Service to which the Security Requirements and Procedures relate. In the event you do not agree to the Security Requirements and Procedures developed by us and propose instead alternative Security Requirements and
Procedures, we may agree or disagree to the alternative Security Requirements and Procedures at our sole discretion. If we agree to alternative Security Requirements and Procedures, we will not be liable for the amount of any unauthorized transactions arising from the use of any Service whether or not the alternative Security Requirements and Procedures were satisfied.
In order to use certain Services, you may be required to select or will be assigned one or more code, user ID, password, security question, security device or other authentication method established by the Bank (collectively "Security Mechanisms"). The use of Security Mechanisms is a Security Procedure established by the Bank to authenticate the identity of the person attempting to gain access to the Service. You are responsible for safeguarding your Security Mechanisms. Providing them to another person effectively constitutes a grant of authority to access your Eligible Accounts.
Physical and Electronic Security Requirements and Procedures
You are solely responsible for providing for and maintaining the physical, electronic, and technical security of data, systems and computers in the Customer's possession or under your control. We are not responsible for your computer's security and any computer viruses (including, without limitation, programs commonly referred to as "malware," "keystroke loggers," "trojans" and/or "spyware"), or problems, malfunctions, or non-authorized transactions resulting from any computer viruses or unauthorized counterparty, or any related problems that may be associated with the use of an online system or service or any transaction originated within Online Banking. Any material downloaded or otherwise obtained is obtained at your own discretion and risk, and we are not responsible for any damage to your computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. You are solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to your operating systems, and for protecting, securing, and backing up any data and information stored in or on your computer systems. We are not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on your computer systems or accessed through Online Banking. You acknowledge and agree that is your responsibility to protect yourself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as "phishing", "pharming" and "social engineering"). You acknowledge that we will never contact you by e-mail in order to ask for or to verify account numbers, user IDs, passwords, security devices, or any other sensitive or confidential information. In the event you receive an e-mail or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree that you will not respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail or otherwise comply with any instructions in the e-mail. You agree that we are not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or internet fraud.
Breach of Security Procedures
In the event of a breach of the Security Procedures, you agree to assist us in determining the manner and source of the breach. You further agree to provide to us any report or information you, your agents, law enforcement agencies, or any other third party may have related to the breach. Failure to assist us shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to your Online Banking account or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by us.
Acknowledgment of Security Procedures
You agree to comply with the Security Procedures and Requirements as outlined in this Agreement and any other Security Procedures we may direct you to use. You acknowledge and agree that the Security Procedures, including (but not limited to) any: (a) code, user ID, password, security question, security device or other authentication method established by the Bank (collectively "Security Mechanisms"); (b) secure socket layer (SSL) with at least 128-bit encryption; (c) multi-factor authentication process; (d) challenge-response mechanism for forgotten passwords; (e) minimum password length settings; (f) time-out limits to log off inactive users of Online Banking; (h) transaction dollar limits; or (g) other means, or method of authentication or identification used in connection with a Security Procedure constitute reasonable security procedures under applicable law and regulation for the initiation of the Services you utilize, including without limitation, transfers and access to confidential information. You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until you have notified us using the Notification Procedures set out in this Agreement, that the Security Procedures or any Security Mechanism has been stolen, compromised, or otherwise become known to persons other than you and until we have had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction or instructions using applicable Security Procedures and Security Mechanisms constitutes sufficient authorization for Bank to execute such transaction or instruction notwithstanding any particular designation by you of authorized persons or signature requirements identified on any signature card or other documents relating to your account maintained with Bank, and you agree and intend that the submission of transactions and instructions using the Security Procedures shall be considered the same as your authorized written signature in authorizing us to execute such transaction or instruction. You acknowledge and agree that you shall be bound by any and all transactions initiated through the use of such Security Procedures or Security Mechanisms, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or transaction initiated by you and that you bear the sole responsibility for detecting and preventing such error. You agree to keep all Security Procedures and Security Mechanisms protected, secure, and strictly confidential and to provide or make available the same only to your authorized representatives or agents. You agree not to disclose or provide any Security Procedure or Security Mechanisms to any unauthorized person. You also agree: (a) that no group or shared user ID or password will be issued; (b) that each user shall have his or her own user ID and password; and (c) that users shall not share user IDs or passwords with each other. You agree you are responsible for obtaining, configuring and maintaining a secure malware free computing environment including, without limitation, installing and maintaining an up-to-date (release versions and definitions) firewall and anti-virus/anti-spyware/malware software. Where you have the ability to change or modify a Security Mechanism from time to time (e.g., a password, user ID, security question), you agree to change such Security Mechanism frequently in order to ensure security. You agree to notify us immediately, according to the Notification Procedures outlined in this Agreement, if you believe that any Security Procedures or Security Mechanisms have been stolen, compromised, or otherwise becomes known to persons other than you or if you believe that any transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may issue you a new Security Mechanism or establish new Security Procedures as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such actions. You agree to indemnify, defend all claims, and hold the Bank harmless from any loss, damages, or expenses, including but not limited to attorney's fees, caused by you, your employees (if applicable), your representatives, or agents, failure to keep the Security Procedures or Security Mechanisms confidential and secure.
You agree to notify us immediately, according to Notification Procedures outline in this Agreement, if the authority of any authorized representative, agent or user shall change or be revoked. You shall recover and return to us any security device in the possession of any of your authorized representative, agent or user whose authority to have such device has been revoked.
We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Mechanism, at any time and from time to time in our sole discretion. We will endeavor to give you reasonable notice of any change in Security Procedures or Mechanisms; provided that we may make any change in Security Procedures or Mechanisms without advance notice to you if we, in our sole judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed Security Procedures or Mechanisms after any change in the Security Procedures or Mechanisms shall constitute your agreement to the change and your agreement that the applicable Security Procedures or Mechanisms, as changed, are reasonable and adequate for the purposes intended.
Privacy and Confidentiality
Confidentiality and Non-Disclosure
By requesting or using any Service, you agree and acknowledge that we will use reasonable efforts to hold in confidence all confidential information received by us in connection with the use of any Service. However, confidential information shall not be deemed to include any information which: (a) is or becomes generally available to the public other than as a result of a disclosure by us; (b) is or becomes available to us on a non-confidential basis by a third party that rightfully possesses the confidential information and has the legal right to make such disclosure; or (c) is required to be disclosed by a court of competent jurisdiction, administrative agency or governmental body or by law, rule or regulation or by subpoena or other legal process. You acknowledge and agree that confidential information will be disclosed to certain employees, agents, and third-party independent contractors as necessary to provide Online Banking Services.
You agree to hold confidential and to use only in connection with the Service provided under this Agreement and any applicable agreement all information furnished to you by the Bank or by third parties from whom the Bank has secured the right to use the Service, including, but not limited to, the Bank's product and service pricing structure, system design, programming techniques or other unique techniques. In addition, should you at any time receive or acquire any information relating to another customer of the Bank, you shall promptly return such information to the Bank and not reveal such information to any other party and shall not make use of such information for your own benefit. You agree that any specifications or programs developed by the Bank in connection with this Agreement and any other applicable agreement or supplied or made available to you by the Bank are the exclusive property of the Bank, its agents, suppliers or contractors, and further agree that such material shall not be copied or used in any manner or for any purpose without the express written consent of the Bank. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed by the parties hereto that the performance of said Service is or might be subject to regulation and examination by authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance Corporation, and/or a state regulatory agency and you agree to the release of your reports, information, assurances, or other data as may be required by them under applicable laws and regulations. This confidentiality and non-disclosure clause shall survive the termination of this Agreement.
Ownership of Website
The content, information and offers on our website are copyrighted by the Bank and/or its service providers and the unauthorized use, reproduction, linking or distribution of any portions is strictly prohibited. You agree not to copy, display, distribute, download, license, sub-license, modify, publish, repost, reproduce, reuse, sell, transmit, create a derivative work from or otherwise use for public or commercial purposes, the information and materials on the Bank's website, except as provided in this Agreement, without our express written permission. Unless otherwise noted, all other trademarks, service marks, and logos used on the Bank's sites are the trademarks, service marks or logos of the Bank, or others as indicated.
Web-Linking Practices (Third-Party Websites)
With regard to any Service described in this Agreement that utilizes the internet, the Bank does not and cannot control the flow of data to or from the Bank's network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connection to the internet (or portions thereof). The Bank cannot guarantee that such events will not occur. Accordingly, the Bank disclaims any and all liability resulting from or related to such events and in no event shall the Bank be liable for any damages (whether in contract or in tort) that are attributable to the public internet infrastructure, your ability to connect to the internet, or the Bank's ability to connect to the internet on your behalf.
Limitation of Liability
We agree to use substantially the same type of procedures in performing the Services requested by you as we use in performing similar services on our own behalf. This standard of care, and our compliance with any instructions given to us by you, or reasonably believed by us to have been given by you, shall constitute a reasonable and ordinary standard of care. We will be responsible only for performing the Services expressly provided for in this Agreement, and shall be liable only for our gross negligence or willful misconduct in performing those Services. We will not be responsible for any loss, delay, cost, or liability which arises, directly or indirectly, in whole or in part, from: (a) your actions or omissions, or those of third parties; (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy, or omission in any instruction or information provided to us; (d) any error, failure, or delay in the transmission or delivery of data, records, or items; (e) accidents, strikes or labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), inclement weather or acts of God; (f) causes beyond our control; (g) the application of any government or funds transfer system rule, guideline, policy, or regulation; (h) the lack of available funds in your account to complete a transaction; or (i) our inability to confirm to our satisfaction the authority of any person to act on your behalf. To the fullest extent allowed by law, the Bank's liability to you under this Agreement shall be limited to correcting errors resulting from the Bank's gross negligence or willful misconduct. Without limiting the generality of the foregoing, in no event will our liability for any loss, cost, or liability arising from our gross negligence or willful misconduct exceed the average monthly charge for the Service in question for the month preceding the date or loss, except as otherwise required by UCC 4A or other applicable law or regulation. In the event the Customer cannot create or transmit a transaction due to hardware or communications outage, it is the responsibility of the Customer to have contingency procedures in place. In the event the Bank cannot process the transaction through normal channels, reasonable effort will be taken by the Bank to find alternate means to transmit the transaction. The Bank will not be held liable for delayed transactions in any case resulting from hardware or communication outages.
THE BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY THE BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO THE BANK OR FROM THE BANK TO YOU. THE BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. EXCEPT AS REQUIRED BY LAW OR AS OTHERWISE PROVIDED HEREIN, IN ADDITION TO THE ITEMS DELINEATED IN THE PRECEDING PARAGRAPHS, THE BANK AND OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS EXPRESSLY ASSUME NO RESPONSIBILITY AND WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (a) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON- PERFORMANCE OF THE SERVICES; (b) ANY BREACH OF SECURITY CAUSED BY A THIRD PARTY; (c) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (d) DELETION, MIS- DELIVERY, FAILURE TO STORE DATA; (e) ANY LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES; OR (g) STATEMENTS OR CONDUCT OF ANYONE ON BEHALF OF THE SERVICES. THIS ENTIRE SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT AND ANY SERVICES.
Disclaimer of Warranties
EXCEPT AS REQUIRED BY LAW, YOU EXPRESSLY UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH ANY SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE EXPRESSLY MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. THE BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
In addition to other indemnification and liability provisions elsewhere in this Agreement, any supplement or addendum to this Agreement, or any agreement applicable to the Eligible Account being accessed through Online Banking, to the fullest extent allowed by law, you will indemnify, defend and hold the Bank, its service providers, its affiliates, partners, officers, directors, employees and agents harmless from any and all third-party liabilities, claims, costs, expenses, and damages of any nature (including but not limited to attorney's fees) arising out of or relating to your use of these Services, our reliance on the information, instruction and/or authorization provided by you under or pursuant to this Agreement, our provision of the Services, your failure to report required changes, transmission of incorrect data to the Bank, your violation or breach of any of your warranties, representations and/or obligations under this Agreement, any supplemental agreement, or any other agreement between you and the Bank, including but not limited to, the Deposit Account Agreement, and/or your breach of applicable laws, rules or regulations. This paragraph shall survive termination of the Agreement or any Service you are using.
This Agreement shall be governed by and interpreted according to U.S. federal law and the law of the state of Florida except to the extent that this Agreement can and does vary such rules or laws associated with the Services being provided.
Waiver of Jury Trial/Arbitration
The Customer and the Bank waive all rights to trial by jury in any litigation or other proceeding arising out of or relating to this Agreement or the Service used by the Customer.
You may not assign this Agreement or any of the rights or duties hereunder without our prior written consent. We shall have the right at any time to assign rights under this Agreement to another financial institution that is an affiliate of the Bank, or to any other entity or institution with which the Bank may merge or transfer or share substantially all of its assets, in which case such affiliate, entity or institution shall be substituted for the Bank. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of you under this Agreement shall bind the Bank to waive the same term, condition, or obligation again, nor shall any other provision, condition, term, or obligation hereof be affected by such a waiver. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns (where permitted). This Agreement is not for the benefit of any other person, and no other person shall have any right against us or you hereunder. In the event that any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. The headings and captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain, or modify this Agreement or its interpretation, construction, or meaning.