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Oxygen-Bancorp Business Deposit Account Agreement

OXYGEN BUSINESS DEPOSIT ACCOUNT AGREEMENT

PLEASE READ THIS DOCUMENT CAREFULLY

 

TABLE OF CONTENTS

Deposit Account Agreement and Disclosures

  1. Our Agreement
  2. General Rules Governing Business Deposit Accounts
  3. Using the Oxygen Visa® Business Debit Card
  4. Responsibilities, Liability, and Limitations
  5. Wire Transfer Services
  6. Electronic Funds Transfer Disclosure and Special Terms and Conditions
  7. Arbitration and Waiver of Jury Trial
  8. Schedule of Fees
  9. Mobile Remote Deposit Capture
  10. Funds Availability

A. OUR AGREEMENT

This document contains the Business Deposit Account Agreement (this “Agreement”) for the business demand deposit account (“Oxygen Business Deposit Account,” or “Account,”) The Bancorp Bank, Wilmington, Delaware, member of the Federal Deposit Insurance Corporation (“FDIC”), (“The Bancorp Bank”, the “Bank,” and with respect to the Oxygen Visa® Business Debit Card (the “Card”), the “Issuer”) on behalf of ReliefClub, Inc. dba Oxygen (“Oxygen”), the program partner responsible for managing the Oxygen Business Account program.  “We,” “our,” and “us” refer to the Bank, our successors, affiliates, or assignees.  “Customer” refers to the person or the legal entity for whom the Bank has opened an Account.  “Account Owner” refers to the person with authority to deposit, withdraw, or exercise control over the Account.

The Account is accessed through Oxygen’s mobile application (the “Mobile App”).  Customer is responsible for providing Oxygen with a correct and operational email address.  Customer must promptly notify the Bank or Oxygen of any change to its email or postal mailing address, or if Customer is unable to access the Account information through the Mobile App. Neither the Bank nor Oxygen will be liable for any adverse effects to the Account as a result of undelivered mail or email or Customer’s inability to access Account information through the Mobile App due to a failure to promptly notify the Bank or Oxygen of a change to Customer’s email or postal mailing address. Neither the Bank nor Oxygen is responsible for any costs Customer incurs to maintain internet access or an email account.

1.     Customer Service.

For Customer Service assistance or additional information regarding the Account, please contact:

Oxygen

P.O. Box 447

San Francisco, CA 94104

Live Agents are available Monday through Friday, 10 a.m. to 8 p.m. ET

Saturday and Sunday, 10 a.m. to 7 p.m. ET

Call (866) 287-7021 lost/stolen Cards 24/7/365.

2.     Consent to the Terms of this Agreement.

By submitting a request for an Account, Customer is agreeing to the terms and conditions of the Account and the Schedule of Fees.” that is associated with the Account.  The disclosures provided when the Account was completed, additional disclosures provided to Customer that are applicable to additional products and services; and any other disclosures or terms we provide are considered part of this Agreement.  Continued use of the Account also means the ongoing agreement of Customer to this Agreement, by continuing to use this Agreement, Customer further agrees to pay fees due and outstanding associated with the Account, including giving us the right to collect such fees directly from the balance of the Account.  Customer is responsible for the accuracy and completeness of all information supplied to us in connection with the Account and /or its services. Customer agrees to comply with all laws applicable to this Agreement, including regulations or ordinances, and orders of governmental and governing authorities, federal and state privacy laws, and anti-money laundering laws.

3.     Modifications.

We may amend or change this Agreement at any time by posting the amended documents (including this Agreement) on getoxygen.com, and any such amendment shall be effective upon such posting to the Website.  The current Agreement is available at getoxygen.com.  We will provide reasonable notice in writing or by any method permitted by law of an adverse change to this Agreement.  However, if a change is made for security purposes, such change can be implemented without prior notice.  When we change this Agreement, the updated version of this Agreement supersedes all prior versions and govern the Account.  Customer’s continued maintenance or use of the Account after the change, will be deemed acceptance of any change and Customer will be bound by it.  If Customer does not agree with a change, Customer may close the Account as provided in this Agreement.  Customer’s termination of this Agreement will not affect any of our rights or Customer’s obligations arising under this Agreement prior to such termination.

4.     Closing the Account.

To close the Account the Account Owner may do so by calling (866) 287-7021.  After the Account is closed, we have no obligation to accept deposits or pay outstanding items, but may do so at our discretion. Any access device will no longer be active. Customer agrees to hold us harmless for honoring or refusing to honor any item on a closed Account. If a balance remains in the Account at the time of its closure, a check made payable to the Account Owner as listed in our records will be sent to the address on file within fourteen (14) business days of the final transaction and/or of receiving the request to close the Account.  The Bank reserves the right to refuse to return any remaining balance less than $2.00. The Bank reserves the right to close the Account at any time.

B. GENERAL RULES GOVERNING THE OXYGEN BUSINESS DEPOSIT ACCOUNT

The Account and Customer’s obligations under this Agreement may not be assigned.  We may transfer our rights under this Agreement.  Use of the Account is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions.  We do not waive our rights by delaying or failing to exercise them at any time.  If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.  This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law. This Agreement and the deposit relationship do not create a fiduciary relationship between the Bank and Customer, the Account Owner.

1.     Opening the Account.

Important information about procedures for opening a new Account.  To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business that opens an Account.  We will ask for the name, address, date of birth, and other information that will allow us to identify the Account Owner.  We will also ask for other information related to the business entity.  If we are not able to validate the identity or authenticity of the Account Owner or the business entity to our satisfaction, we may not open the Account.

We may use information from, and share information with, third parties to help us determine if we should open an Account.

2.     Business Deposit Account.

A business deposit account is a deposit account that is not held or maintained primarily for personal, family, or household purposes.  Examples of business deposit accounts include an account owned by an individual acting as a sole proprietor; a partnership; a limited partnership; a limited liability partnership; a limited liability company; a corporation; a joint venture; or a non-profit corporation.

The Oxygen Business Deposit Account is a checkless demand deposit account to be used by a business entity to make payments and transfers to third parties using online services or the debit Card that is automatically issued with the Account.

3.     Authorized Signers.

The Account Owner may not add additional authorized signers to the Account.

4.     Authorization.

Customer authorizes Oxygen and the Bank to:

  • view and obtain information about the Account;
  • provide information to service providers about Account balances and transactions; and
  • transact on the Account as necessary for purposes of reconcilement, fee credits or debits, dispute related adjustments, and any other applicable accounting corrections.

5.     Business Days.

Our business days are Monday through Friday, excluding federal holidays, even if we are open.  Any references to “days” in this Agreement are calendar days unless indicated otherwise.

6.     Deposits to the Account.

Make deposits to the Account using any of these methods:

Transaction Type Frequency and/or Dollar Limits
Direct deposit or ACH transfer initiated from an external financial institution* No limit to the number of transactions per day.

 

No maximum dollar limits.

Cash transfers via Green Dot® 3 times per calendar day; maximum of $1,000.00 per deposit, and a

maximum of $1,000.00 per calendar day;

maximum of $10,000.00 per calendar month

 

Wire transfer No limit to the number of transactions per day.

No maximum dollar limits.

Mobile Deposit Transfers See section captioned “Mobile Remote Deposit Capture.” for limits and feature details.
Third-party money transfer services used to deposit funds to the Account may impose their own fees, per transaction, daily, weekly or monthly limits on the frequency or amount of cash you may transfer to the Account.

 

*Direct deposits or ACH transfers: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account.  Any such deposits received in a name other than the name registered to the Account will be returned to the originator.

 

7.     Cash Transfers or Foreign Currency.

We are not liable for any deposits, including cash, lost in the mail, lost in transit, or not received by us.

  • Cash Transfers – We do not accept cash transfers via mail. Any cash transfers mailed to us will be sent back to Customer’s address on file, by standard U.S. mail.
  • Foreign Currency – We do not accept deposits of foreign currency. Any deposits received in foreign currency will be sent back to Customer’s address on file, by standard U.S. mail.

8.     Check Deposits and Foreign Check Deposits.

The Bank will not deposit checks into any account at the Bank. Checks received in our Operations Center will be returned to Customer through the U.S. mail, and the Bank will not be liable for any checks that may become lost in the mail.

9.     Preauthorized Transfers.

Your Oxygen Business Deposit Account number and the bank routing number can be used for preauthorized direct debits (“ACH Debit”) from merchants, internet service or other utility service providers (“Merchants”) and for the purpose of initiating direct deposits to the Account (“ACH Credit”).  These transfers will be processed under the Operating Rules of the National Automated Clearing House Association (“NACHA”) and Customer agrees to comply with the NACHA rules.  Additional information regarding preauthorized transfers is available in section F, captioned “Electronic Funds Transfer Special Terms and Conditions.”.

10.   Direct deposits or ACH Credits using an external account from another financial institution.

The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account.  Any such deposits received in a name other than the name registered to the Account will be returned to the originator.

11.   ATM Deposits.

ATM deposits are prohibited.

12.   Funds Availability.

We make funds available according to the type of deposit and when the funds are applied, or credited to the Account. Some types of deposits may not be available for immediate use.  When we delay the availability of funds or place a hold on a deposit made to the Account, Customer may not withdraw those funds, and we will not use them to pay any debits, such as ACH transfers or payments.

13.   Deposit Corrections.

If funds are incorrectly deposited or transferred into the Account, we may correct the situation by deducting the amount of the erroneous deposit from the Account without prior notice to Customer.  If there are not enough funds in the Account at that time, the Account could become overdrawn. See the paragraph below captioned “No Overdrafts.” for more information about what occurs if the Account has a negative balance.

14.   Check Services.

Paper checks are not included with this Account.  However, individual preauthorized checks can be requested as payments to third parties and remitted on behalf of the business through the Mobile App.  Checks sent through the Mobile App must be sent to an address located within the fifty (50) state of the United States. Requests to remit checks to an international address will be denied. To initiate a check request, follow the instructions provided on Mobile App when you access the feature.  Once requested, a paper check will be generated and sent to the payee name and address provided.  We are not liable for checks sent to an incorrect address.  Checks deemed undeliverable will be returned to business address we have on file for the Account.  Customer agrees and acknowledges the Bank is not liable for any damages incurred by Customer arising from, or related to, any check services, including any damages arising from an incorrect address or refusal of a payee to accept a check drawn on the Account as payment.

15.   No Overdrafts.

The Account may not be overdrawn. If the available balance in the Account is insufficient to cover any authorized payment, withdrawal, or check, we can refuse to honor the payment, withdrawal, or check.  If the Account balance should become negative for any reason, a deposit or deposits must be immediately made to cover the negative balance.  If the Account has a negative balance for ninety (90) calendar days, it will be closed. 

16.   Levies, Garnishments, and Other Legal Processes.

If the Account becomes subject to legal action, such as a tax levy or third-party garnishment, we reserve the right to refuse to pay any money from the Account, including checks, ACH debits, debit Card transactions, or other items presented for payment, until the action is resolved. If we are required to pay an attachment, garnishment or tax levy, we are not liable to Customer. Payment is made after satisfying any fees, charges or other debts owed to us. Until we receive the appropriate court documents, we may continue to process transactions against the Account, even if we have received an unofficial notification of an adverse claim. Customer will indemnify us for any losses if we do this.

17.   Account Dormancy and Escheatment.

If the Account is inactive for a period of time it may be considered dormant and subject to escheatment.  Each state has varying laws as to when the Account will be subject to escheatment and we may be required to send the balance in the Account to the state of Customer’s last known address.  We will make all reasonable efforts to contact Customer before transferring the remaining balance of the Account to the applicable state.  If the Account has an international address, the funds will be transferred to the State of Delaware.

18.   Periodic Statements.

Periodic statements for the Account will be made available to you in the Mobile App.  Carefully review Company’s statement each statement period and notify us of any discrepancies within thirty (30) days of the statement becoming available.  You may request a paper copy of a periodic Account statement by calling (866) 287-7021, sending an email to support@getoxygen.com, or by writing to: Oxygen Support, P.O. Box 477, San Francisco, CA 94104.

19.   Virtual Card.

A “Virtual Card” consists of a 16-digit account number, a 3-digit security code, and an expiration date, linked to the funds in your Account. These Virtual Cards can be used to purchase goods or services or make payments online or by phone without presenting your physical Oxygen Visa Business Debit Card number. The Virtual Cards can be temporary or re-usable, but in any case, expire one year from the last day of the calendar month during which the Virtual Account was created. When you use your Virtual Card, the legal effect will be the same as if you used the physical Oxygen Visa Business Debit Card itself.

 

Transaction Type Frequency and/or Dollar Limits
Virtual Card No more than 10 Virtual Cards at a time; Up to $1,000 per Virtual Card

 

C. USING THE OXYGEN VISA® BUSINESS DEBIT CARD

Account Owner will receive an Oxygen Visa Business Debit Card (“Card”) for use with the Account (each, a “Cardholder”). Customer acknowledges and agrees that the funds accessible through use of the Card is limited to the available funds of the Account The expiration date of the Card is identified on the back of the Card.  The Card is the property of the Issuer and must be surrendered upon demand.  The Card is nontransferable, and it may be cancelled, repossessed, or revoked at any time without prior notice subject to applicable law.

1.     Activate the Card.

A Card must be activated before it can be used.  The Card may be activated by calling (866) 287-7021, or through the Mobile App.  The Cardholder will need to provide personal information in order for us to verify their identity.

2.     Personal Identification Number.

You will not receive a Personal Identification Number (“PIN”) with your Card.  However, you will be prompted to select a PIN when you activate the Card.  The Card must be activated before the PIN is usable.  See the activation instructions in the paragraph above captioned “Activate the Card.”.  Do not write or keep a PIN with the related Card.  Never share the PIN with anyone.  Cardholders should enter PINs so that it cannot be observed by others; Cardholders should not enter the PIN into any terminal that appears to be modified or suspicious.  If a Cardholder believes someone has gained unauthorized access to their PIN, advise Oxygen immediately.

3.     Authorized Users.

Customer is responsible for all authorized transactions initiated and fees incurred by use of the Card or Account. If an individual is permitted access to a Card, Card number(s), Account number(s) or PIN, we will treat this as if Customer has authorized such use and Customer will be liable for all transactions and fees incurred by those persons.  Customer is wholly responsible for the use of the Account according to the terms and conditions of this Agreement.

4.     Cash Access.

With the PIN, a Cardholder may use the Card to obtain cash from any Automated Teller Machine (“ATM”) or any Point-of-Sale (“POS”) device, as permissible by a merchant, that bears the Visa®, Interlink®, Plus®, Maestro®, and Allpoint® Acceptance Mark(s).  All ATM transactions are treated as cash withdrawal transactions.  You may use the Card at an ATM. These are the limits associated with the withdrawal of cash using the Card:

Transaction Type Frequency and/or Dollar Limits**
Cash Withdrawal (ATM)* 3 times per calendar day;

Up to $500.00 per calendar day

Cash Back at POS* 3 times per calendar day;

Up to $500.00 per transaction, Up to $500.00 per calendar day

*ATM Owner-Operators, merchants and participating banks may impose their own fees and lower limits on cash withdrawals.

**Limits may change based on the length of time the Account has been open, transaction history and overall Account standing.

 

5.     Transaction Limitations.

Maximum transaction limits are subject to the available balance of the Account.  These are the maximum limits for the Card.

Transaction Type Frequency and/or Dollar Limits*
Card Purchase (PIN) No limit to the number of times per day

Up to $5,000.00 per calendar day

Card Purchase (Signature) No limit to the number of times per day

Up to $2,500.00 per calendar day

*Limits may change based on the length of time the Account has been open, transaction history and overall Account standing.

A Cardholder may use the Card to purchase or lease goods or services everywhere Visa cards, Interlink cards, Plus cards, Allpoint cards, or Maestro cards are accepted as long as transactions do not exceed the available balance of the Account.  Some merchants do not allow customers to conduct split transactions where the Card is used as partial payment for goods and services and the remainder of the balance is paid with another form of legal tender.  If a Cardholder wishes to conduct a split transaction and it is permitted by the merchant, the Merchant must be told to charge to the Card only the exact amount of funds available in the Account.  The Cardholder must then arrange to pay the difference using another payment method.  Some merchants may require payment for the remaining balance in cash.  If the Cardholder fails to inform the Merchant complete a split transaction prior to swiping or dipping the Card, the Card is likely to be declined.

If a Cardholder uses the Card at an automated fuel dispenser (“pay at the pump”), the transaction may be preauthorized for an amount up to $100.00 or more.  If the Card is declined, even though the Account has sufficient funds available, the Cardholder should pay for their purchase inside with the cashier.  If a Cardholder use the Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 20% or more to ensure there are sufficient funds available to cover tips or incidental expenses incurred.  A preauthorization places a hold on those available funds until the Merchant sends us the final payment amount of a Cardholder purchase.  Once the final payment amount is received, the preauthorized amount on hold will be removed.  It may take up to seven (7) days for the hold to be removed.  During the hold period, Customer will not have access to the preauthorized amount.

All transactions relating to car rentals may result in a hold for that amount of funds for up to sixty (60) days. If a Cardholder uses the 16-digit Card number without presenting the Card (such as for a mail order, telephone, or internet purchase), the legal effect will be the same as if the Cardholder used the Card itself.  For security reasons, we may limit the amount or number of transactions a Cardholder can make with a Card.  The Card cannot be redeemed for cash.  Each time a Cardholder uses the Card, Customer authorize us to reduce the value available in the Account by the amount of the transaction and any applicable fees.  A Cardholder is not allowed to exceed the available amount in the Account through an individual transaction or a series of transactions.  Nevertheless, if a transaction exceeds the balance of the funds available in the Account, Customer shall remain fully liable to us for the amount of the transaction and any applicable fees. See paragraph 15 of section B “No Overdrafts.” for additional details if the Account balance becomes negative.

Neither Customer nor a Cardholder has the right to stop payment on any purchase or payment transaction originated by use of the Card.  If a Cardholder authorizes a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds for up to sixty (60) days.

6.     Non-Visa Debit Transactions.

Procedures are in effect that may impact use of a Card at certain merchant locations.  In the past, transactions were processed as a Visa debit transaction unless a cardholder entered a PIN.  Now, if a Cardholder does not enter a PIN, transactions may be processed as either a Visa debit transaction, or as an Interlink® transaction.

The Merchant is responsible for and must provide a Cardholder with a clear way of choosing how to make a Visa debit transaction if it supports the option.  Please be advised that should the Cardholder choose to use the Visa debit network when making a transaction without a PIN, different terms may apply.  Certain protections and rights applicable only to Visa debit transactions as described in this Agreement will not apply to transactions processed on the Interlink® or Maestro® networks.

To initiate a Visa debit transaction at a point-of-sale, swipe or dip the Card through or into the POS terminal, sign the receipt, or provide the 16-digit Card number for a mail order, telephone, or internet purchase.  To initiate a non-Visa debit transaction at the POS, Cardholder should enter their PIN at the POS terminal or provide the 16-digit Card number after clearly indicating a preference to route the transaction as a non-Visa debit transaction for certain bill payment, mail order, telephone, or internet purchases.

7.     Transactions Made In Foreign Currencies.

If a Cardholder makes a purchase in a currency other than the currency in which the Account is denominated, and the Card was issued, the amount deducted from the funds will be converted by Visa into an amount in the currency of the Account and Card.  The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date.  If you obtain funds or make a purchase in a currency other than the currency in which the Card was issued, the Issuer may assess a foreign currency conversion fee of 1% of the transaction amount and will retain this amount as compensation for its services.  Transactions made outside the fifty (50) U.S. states and the District of Columbia are also subject to this conversion fee even if they are completed in U.S. currency.

8.     Receipts.

Cardholders should get a receipt at the time of a transaction using the Card.  Customer is responsible for retaining, verifying, and reconciling all Card transactions and receipts.

9.     Card Replacement.

If a Cardholder needs to replace their Card for any reason except at Card expiration, the Account Owner or Cardholder should contact (866) 287-7021 to request a replacement Card.  The Account Owner, or Cardholder seeking a replacement card, will be required to provide personal information, which may include, for example, the Cardholder’s full name, transaction history, or copies of acceptable documentation.

10.   Card Expiration.

The Card expires no earlier than the “Valid Thru” date printed on the front of it.  The Card cannot be used after the expiration date; however, a replacement Card will automatically be mailed to Customer prior to the expiration of the soon-to-expire Card.  If a Cardholder needs a replacement Card for any reason other than the Card’s expiration, the Cardholder may request one at any time by following the procedures in the paragraph above captioned “Card Replacement.” 

11.   Lost, Stolen Cards; Information Transaction Disputes (Card Transactions Only).

TELL US AT ONCE if Customer or a Cardholder believes a Card has been lost or stolen or if the PIN or the Account number is no longer secure or confidential.  Cardholders must not reveal their User ID, Password or PIN or provide the Account or Card numbers to any person not authorized by Customer to use the Account or Card; not write the PIN on the back of the Card or anything kept with the Card; and not leave a computer terminal or mobile device unattended after logging in and accessing the Account.

In the case of a discrepancy or questions about Card transaction(s), call (866) 287-7021, write to P.O. Box 477, San Francisco, CA 94104, or email us at claims@getoxygen.com as soon as possible.  Customer must contact us no later than sixty (60) days after we posted the transaction(s) to the Account.

D. RESPONSIBILITIES, LIABILITY, AND LIMITATIONS

1.     Customer’s Acknowledgement.

Customer acknowledges (i) the inherent risks and responsibilities associated with conducting business via the internet and that there can be no assurance that inquiries or transaction activity will be completely secure, despite any security procedures established by us such as firewalls, passwords, and data encryption. Customer also understand that access to the Mobile App will not be free from delays, malfunctions, or other inconveniences generally associated with this electronic medium, and further agrees we are not responsible for any such delays, malfunctions, or inconveniences; (ii) Customer is  responsible for maintaining all equipment required for its access to and use of the Account; and (iii) Customer authorizes Oxygen, the Bank, or any third party on Oxygen or Bank’s behalf, to serve as agent in processing transaction instructions received from Customer via the internet, and to post such transactions to the Account. Customer will be solely responsible for the timeliness, accuracy and adequacy of the data entered as well as the completeness of any instruction entered.

2.     Disclaimer of Warranties.

To the fullest extent permitted by law, we do not make any warranties of any kind related to the Website or Mobile App, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose.  We further do not warrant that the Website or Mobile App will be uninterrupted or error free, that defects will be corrected, or that the Website or Mobile App are free of viruses or other harmful components.  CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE WEBSITE OR MOBILE APP AND THE ACCOUNT SHALL BE AT CUSTOMER’S SOLE RISK, AND THAT THE WEBSITE AND MOBILE APP IS PROVIDED ON AN “AS IS” BASIS.

3.     Information Processing and Reporting.

The Bank will not be responsible for determining the accuracy, timeliness or completeness of any information or instructions that are provided to us for any service related to the Account. Customer agrees to maintain adequate backup files of the data it submits for a reasonable period of time in order to facilitate any needed reconstruction or reprocessing of Customer’s transactions (e.g., due to a telecommunication failure).  If we are unable to provide a processing services for any reason, we will take reasonable steps to resume processing within a reasonable timeframe.

4.     Unauthorized Transactions and Errors.

The Bank’s security procedures are not designed for the detection of errors (e.g. duplicate payments or errors contained in Customer instructions).  We will not be obligated to detect or investigate errors by Customer, authorized users, or others, even if we take certain actions from time to time to do so.  It is Customer’s responsibility to notify Oxygen immediately at (866) 287-7021 upon belief any security information (such as passwords, or other credentials) has been lost, stolen or otherwise made available to an unauthorized person, or that someone has viewed, downloaded, or deleted electronic records from the Account without Customer’s permission, or if Customer suspects any fraudulent or unauthorized activity (including errors) on the Account.  Customer further agrees to comply with all notification requirements set forth in this Agreement.  Customer’s liability for any unauthorized transactions (including errors) will be determined based on the terms set forth in this Agreement.  Customer agrees to promptly repay any amount erroneously credited to the Account. If we are not timely notified of an unauthorized non-consumer ACH Debit entry, we will not be able to return the item without the cooperation and agreement of the originating bank and the originator of the debit entry.  Any other effort to recover the funds must occur solely between Customer and the originator of the entry.

5.     Data and Information Supplied by Customer.

Customer shall transmit or deliver data and other information in the format provided for in this Agreement. Customer shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted.  Customer acknowledges and agrees that the Bank shall not examine the data for correctness and that the Bank shall not have any responsibility for detecting errors in the data transmitted by Customer. The data transmitted by Customer must be legible, correct and complete.  The Bank shall not process, nor will the Bank be liable to Customer 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 Customer’s failure to provide the data in accordance with the standards specified in this Agreement, or applicable instructions.  Customer agrees that Customer shall be solely liable for, and the Bank shall not have any liability whatsoever 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.  Customer agrees that the Bank has no obligation to accept any data or other information and, therefore, may reject any data or other information transmitted or delivered by the Customer in connection with this Agreement.

6.     Data Review.

Customer has sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by the Bank and delivered to Customer in connection with the Account. Customer agrees to carefully review all records and other information provided or made available to Customer by the Bank and to report any discrepancies within thirty (30) days of Customer’s receipt of the record or other information showing such discrepancies.  Customer’s failure to promptly report to the Bank within such specified time the existence of any discrepancies in any record or other information constitutes Customer’s acceptance of the record or other information as valid and accurate and shall preclude Customer from asserting against the Bank any claims arising from or any loss caused by the discrepancy.

7.     Limitations of the Bank’s Liability and Obligations to Customer.

In the performance of the services required by this Agreement, the Bank shall be entitled to rely solely on the information, representations and warranties provided by Customer pursuant to this Agreement.  Except as otherwise specifically provided by law, the Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only in the event of loss due to its gross negligence or willful misconduct in performing those services.  In no event shall the Bank have any liability for any consequential, special, incidental, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability Customer may assert.  The Bank is not liable for any damages Customer may incur due to a delay in Oxygen providing the Bank with any notices or information Oxygen receives from Customer.  Without limiting the foregoing, the Bank shall not be liable for and the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions beyond Bank’s control. To the extent allowed by law, the Bank shall not be liable for and shall be excused from failing to process or any delay in processing a transfer of funds (i) if, in the Bank’s sole discretion, processing a transfer would violate or contribute to the violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer, in the Bank’s sole discretion, would cause it to engage in an unsafe and unsound practice.  Customer agrees to indemnify and hold harmless the Bank and Oxygen and to promptly pay on demand, any and all losses arising from actions taken by the Bank or Oxygen in accordance with this Agreement. These indemnifications shall apply, without limitation, to any losses arising from the dishonor of any check or other debit item.

Without limiting the generality of the foregoing, in no event will the Bank’s liability for any loss, cost, or liability arising from the Bank’s gross negligence or willful misconduct exceed the average monthly charge for the Account-related services in question for the month preceding the date or loss, except as otherwise required by UCC Article 4A.  Any claim, action or proceeding by Customer to enforce the terms of this Agreement or to recover for any Account-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. Customer agrees to cooperate with the Bank in any loss recovery efforts the Bank undertakes to reduce any loss or liability that arises in connection with the Account.  Customer acknowledges any Bank fees have been established in contemplation of: (a) these limitations on the Bank’s liability; (b) Customer’s agreement to review statements, confirmations, and notices promptly and to notify Bank immediately of any discrepancies or problems; and (c) Customer’s agreement to assist the Bank in any loss recovery efforts.

8.     Current Day Balance Information and Transactions.

Customer acknowledges that Account information regarding the current day may change.

Interruptions in communications can occur, and the Bank shall not be responsible for current day balance or current day transaction information. Customer acknowledges that Customer’s decisions based on Bank’s information on current day balances and current day transactions must take into consideration information that is known or should be known to Customer, or Customer’s employees and not known to the Bank or not reflected in the current day balance or transaction information Customer obtains from the Bank.

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