BUSINESS REMOTE DEPOSIT CAPTURE DISCLOSURE
By using the Services, you agree to these terms and conditions. GWCU may change the RDC Services Agreement from time to time and will notify you of any material change via email or on our website by providing a link to the revised terms. GWCU reserves the right to change, modify, add or remove portions of the Services or to discontinue them entirely. Your continued use of the Services after the implementation of such changes indicates your acceptance of such changes.
1. General. The Services to be provided by GWCU to you, consisting of access to a browser based software program (“GWCU Software”) and documentation, permit you to deposit checks with GWCU electronically. A scanner, not provided by the credit union, and the online GWCU Software are required to enable you to generate electronic images of original checks that comply with applicable standards. In order to enroll in the Services, you must be an authorized representative of the Business Member owning a GWCU Business Checking Account (the “Account(s)”) that is eligible for the Services, and be approved by GWCU. As conditions to Your continuing use of the Services, you shall (a) maintain the Account in good standing, and (b) comply with such restrictions on the Services as we may communicate to you from time to time. GWCU reserves the right to approve or deny Your use of the Services.
2. Accounts and Fees. You will maintain with GWCU at least one qualifying Account for the purpose of providing available funds and for deposit of received funds in connection with the use of the Services. You agree to pay the monthly fees as set forth in the attached Business Remote Deposit Capture Pricing (“Schedule A”). These fees may be changed by us at our discretion at any time upon at least 30 days prior notice to you. In addition to the terms of this Agreement, the Account(s) will be subject to GWCU’s Business Account Agreement, which will be provided upon opening a qualified Account. Unless GWCU otherwise requires you to maintain collected funds, You agree to maintain sufficient available funds in the Account(s) to support any transaction initiated under the Services and to cover any fees you are obligated to pay under this Agreement. If at any time there are not sufficient collected funds in the Account to cover all outstanding transactions and other payment obligations under this Agreement, You agree to immediately pay GWCU, on demand, the amount of any deficiency in such outstanding transactions and obligations. Goldenwest may, without prior notice or demand, obtain payment from you for any of its obligations under this Agreement by debiting any of Your GWCU accounts.
3. Services and Funds Availability. Once approved for the Business Remote Deposit program, you may use the Services to deposit checks into your account(s) with the Credit Union, subject to the terms of this agreement. Checks deposited through the Services will be converted to image items for processing. The Services are subject to transaction limitations and the Funds Availability Disclosure, as set forth in the Membership Agreement and Truth-In-Savings schedule, which govern the use of your account. We are notifying you in advance that deposits made by the Business Remote Deposit program do not fall under the standard provisions of Regulation CC – Expedited Funds Availability Act. As such, longer hold periods may apply. You agree to receive notice of extended hold times via the e-mail address provided in your Account Application. The maximum daily Business Remote Deposit is $7,500.00. Local checks made through the Business Remote Deposit program will generally be available according to the following scenario:
- Checks deposited for $3,000 or less will be made available immediately, up to a total of $3,000.
- Checks over $3,000 up to the daily limit of $7,500 will be made available after a two-business day hold.
4. Eligible Items. You agree to scan and deposit only checks as that term is defined in Federal Reserve Regulation CC (“Reg CC”). You agree that the image of the check transmitted to us shall be deemed an “item” within the meaning of Article 4 of the applicable Uniform Commercial Code. You agree that you will not use the Service to scan and deposit any checks or other items as shown below:
- Checks or items payable to any person or entity other than you.
- Checks that are drawn or otherwise issued, by you on any of your accounts.
- Checks or items containing obvious alteration to any of the fields on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn.
- Checks or items previously converted to a substitute check, as defined in Reg CC.
- Checks or items drawn on a financial institution located outside the United States.
- Checks or items that are remotely created checks, as defined in Reg CC.
- Checks or items not payable in United States currency.
- Checks or items dated more than 6 months prior to the date of deposit.
- Checks or items on which a stop payment order has been issued or for which there are insufficient funds.
5. Image Quality. The image of an item transmitted to us using the Service must be legible. The image quality of the items must comply with the requirements established from time to time by ANSI, the Board of Governors of the Federal Reserve Board, or any other regulatory agency, clearing house or association.
6. Processing of Rejected Entries or Files. You will be notified if a File or Check is rejected by the Services. If a File or Check is rejected due to improper processing or unexcused delays by GWCU, GWCU will re-process and re-send the entry. If such File or Check was rejected as a result of improper processing or the supplying of incomplete information by you, you will re-submit the Check or File, or supply GWCU with complete information for processing at your expense, and GWCU will send such Entry.
7. Chargeback of Returned Checks. If images of Checks deposited by you are dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent for any reason, including, but not limited to, issues relating to the quality of the image, you understand and agree that GWCU may charge back an image of the Check to your Account. You understand and agree that the image may be in the form of an electronic or paper reproduction of the original Check or a substitute check. GWCU may freeze a like amount in your Account during the investigation of a deposit rejected for technical reasons. Unless otherwise instructed by GWCU, you agree not to deposit the original Check if an image or other debit as previously described is charged back to you.
8. Entries, Endorsements, Check Retention and Destruction. You shall be responsible for the accuracy and propriety of all Checks submitted to GWCU for processing, as well as responsible for obtaining all required approvals for the processing of the Check from any third parties. You are required to make sure that all checks are properly and completely endorsed before processing them for deposit. You will include the words “FOR MOBILE DEPOSIT AT GWCU” on the back of each check. You shall be liable for each Check and warrant that it complies with the RDC Terms and applicable law. You will maintain control over and be responsible for secure retention, storage and destruction of Checks for which you have created an electronic image. Once processing has been completed you should securely retain checks for 30 days or until verified in your next statement. During the retention period and upon our request, you agree to provide us with the original paper item(s). After the retention period and no later than 60 days from processing, you will securely and irretrievably destroy or shred all Checks. You will not redeposit a Check for which credit has been given by GWCU unless authorized by GWCU to redeposit the Check. Violation of this term is grounds for immediate termination of Services.
9. Financial Information and Audit. GWCU may from time to time request information from you in order to evaluate a continuation of the Services to be provided by GWCU hereunder and/or adjustment of any limits set by this Agreement. You agree to provide the requested financial information immediately upon request by GWCU, in the form required by GWCU. You authorize GWCU to investigate or reinvestigate at any time any information provided by you in connection with this Agreement or the Services and to request reports from credit bureaus and reporting agencies for such purpose. Upon request by GWCU, you hereby authorize GWCU to enter your business premises for the purpose of ensuring that you are in compliance with this Agreement and you specifically authorize GWCU to perform an audit of your operational controls, risk management practices, staffing and the need for training and ongoing support, and information technology infrastructure. You hereby acknowledge and agree that GWCU shall have the right but no obligation to mandate specific internal controls at your location(s) and you shall comply with any such mandate. In addition, you hereby agree to allow GWCU to review available reports of independent audits performed at your location related to information technology, the Services and any associated operational processes. You agree that if requested by GWCU, you will complete a self-assessment of your operations, management, staff, systems, internal controls, training and risk management practices that would otherwise be reviewed in an audit by GWCU. You understand and agree that GWCU, in its sole discretion, for any reason may terminate the Services according to the provisions hereof including but not limited to the failure to provide GWCU information and/or assistance required by this section.
10. Business Continuity/Program Failure. If circumstances occur where deposits cannot be made through RDC technology, you will physically bring checks to GWCU or a GWCU-owned ATM for deposit. You will not store or make a back-up copy of the File.
11. DISCLAIMER OF WARRANTY. NO WARRANTIES WITH RESPECT TO THE SCANNER (Not provided by GWCU) AND THE SOFTWARE ARE MADE BY GWCU NOR DOES GWCU WARRANT THAT THE SCANNER AND THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS. GWCU MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE SCANNER AND/OR THE SOFTWARE. GWCU DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF YOUR ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. Indemnification. You agree to indemnify and hold GWCU and its processors harmless from any claim, liability, loss, or expenditure relating to any such transaction or from Your breach of any of your obligations under this Agreement. GWCU retains the right to offset Your account for amounts GWCU is damaged by your actions. You will defend, indemnify and hold harmless GWCU and its processors against and in respect to any and all losses, liabilities, expenses and damages, including consequential, special and punitive damages, directly or indirectly resulting from: (i) the processing of any request received by GWCU under the Services; (ii) any breach of the provisions of this Agreement; (iii) any dispute between You and any third party in connection with the use of the Service; (iv) any breach of your representations for any transaction submitted by You described in this Agreement; (v) any loss or expenditure which results from any transaction submitted by You caused by the third party’s inability to fund the transaction; and (vi) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including attorney's fees) incident to the foregoing. The terms of this Section shall survive termination of this Agreement.
13. Limitations of Liability. IN NO EVENT SHALL GWCU BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES AND DOCUMENTATION, OR FOR ANY CLAIM BY ANOTHER PARTY. GWCU'S DUTIES AND RESPONSIBILITIES IN CONNECTION WITH ACH TRANSACTIONS AND CHECK 21 TRANSACTIONS ARE LIMITED TO THOSE DESCRIBED IN THIS AGREEMENT. GWCU WILL BE DEEMED TO HAVE EXERCISED ORDINARY CARE AND TO HAVE ACTED REASONABLY IF GWCU HAS ACTED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND WILL BE LIABLE FOR LOSS SUSTAINED BY YOU ONLY TO THE EXTENT SUCH LOSS IS CAUSED BY GWCU'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. GWCU WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF GWCU'S ACT OR OMISSION. GWCU WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE: (A) RELATED TO THE DISHONESTY OF YOU,YOUR EMPLOYEES, OFFICERS, AGENTS OR ANYONE ELSE; (B) RESULTING FROM ANY RECEIVING FINANCIAL INSTITUTION'S FAILURE TO ACCEPT ANY ACH TRANSACTIONS OR CHECK 21 TRANSACTIONS; OR (C) RESULTING FROM ANY DELAY IN THE PERFORMANCE OF THIS AGREEMENT, WHICH IS CAUSED BY AN ACT OF GOD, FIRE OR OTHER CASUALTY, ELECTRICAL OR COMPUTER FAILURE, DELAYS OR FAILURE TO ACT BY ANY CARRIER, MEDIUM OR AGENT OPERATING BETWEEN GWCU AND YOU OR BETWEEN GWCU AND THIRD PARTIES OR ANY OTHER CONDITION OUTSIDE THE GWCU'S CONTROL.(D) ANY LOSS OR BREACH OF INFORMATION RESULTING FROM THE FAILURE TO PROPERLY SECURE OR DESTROY DEPSOSITED ITEMS. NO THIRD PARTY WILL HAVE RIGHTS OR CLAIMS AGAINST GWCU UNDER THIS AGREEMENT. THE TERMS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
14. Termination. This Agreement shall remain in full force and effect from the date hereof until such time as this Agreement is terminated by either party as hereinafter provided:
(a) This Agreement may be terminated at any time by either party following ten (10) days prior written notice; (b) either party shall have the right to terminate this Agreement immediately by giving written notice to the other if such other party: (i) ceases to conduct its business in the ordinary sense, (ii) has any substantial part of its property become subject to any levy, seizure, assignment or application for sale for, or by, any creditor or government agency, (iii) is a party to an acquisition or (iv) in the reasonable judgment of the party seeking termination, experiences an adverse change in its financial condition or business which impairs the ability of such party to perform its obligations under this Agreement, (v) fails to perform its obligations under this Agreement or defaults under any other agreement between the parties or (vi) makes any warranty or representation which proves to be false or misleading.
Notwithstanding the foregoing, GWCU may immediately terminate this Agreement without notice if, in GWCU’s sole discretion, GWCU determines that You have created unacceptable risk, abused or misused the Services or GWCU believes that it may suffer a loss or other damage if the Agreement is not terminated. GWCU’s election to terminate this Agreement is in addition to any and all other remedies that may be available to GWCU and will not affect any obligations you may have to GWCU. Any reinstatement of the Services under this Agreement will be at GWCU’s sole discretion and must be agreed upon in writing by an authorized representative of GWCU.
Upon termination of this Agreement, any property or rights of a party in the possession of the other party, tangible or intangible, shall be returned to owner thereof within thirty (30) days after the later to occur of (i) termination of the Agreement or (ii) the last date that such party receives any such property or rights. Upon termination of this Agreement, (i) you will promptly pay to GWCU all sums due or to become due under this Agreement, (ii) you shall have no further right to make use of the Services or any system or software which may have been provided in connection with the Service.
15. Signatures. By signing this Agreement, you acknowledge that you have read and accepted the terms and conditions of this Agreement, and agree to be bound by its terms.