Centur-E-Banking - Disclosure/Agreement

Century Bank Personal Online Banking and Online Bill Pay Service

Please read this agreement and disclosure (“Agreement”) carefully because it describes your rights and obligations regarding certain transactions and services. This Agreement provides the terms and conditions that apply to your use and our provision of any of the following electronic services (“Centur-E-Banking”) that we offer:

Personal Online Banking
Online Bill Pay Service

“You”, “your” and “yours” mean any person who signs the enrollment form, signs the application, acknowledges the Agreement, uses Centur-E-Banking and/or is authorized to use Centur-E-Banking. “We”, “us”, “our”, “Bank” and “Centur-E-Banking” means Century Bank. The term “Payee” means any third-party business, company, individual, assigned payee or other third party that we may agree to establish as a payee for you. “User ID” means access number or user code and “Password” means your personal access code.

The terms of this Agreement are in addition to those that apply to any account or service you have with us, including any deposit or loan agreements. If those deposit or loan agreements do not address Centur-E-Banking, this Agreement constitutes an amendment to those agreements. If those agreements do contain terms that address Centur-E-Banking and those terms conflict with the terms of this Agreement, the terms of this Agreement will apply. All Centur-E-Banking transactions are also subject to applicable laws, regulations, rules, Account Agreements, Centur-E-Banking Agreements, fee schedules and other agreements covering your accounts/services with Century Bank.

By retaining, installing and/or accessing any Centur-E-Banking, or by “clicking through” the “ACCEPT” button at the end of this Agreement, or by otherwise signing or acknowledging a copy of this Agreement, you agree to all the terms and conditions of this Agreement, which is binding on you, and any Authorized User as defined below.

Opportunity to Consult with Counsel

You acknowledge and agree that you may print a copy of this Agreement and consult legal counsel prior to “clicking through” and thereby executing this Agreement, and this opportunity is a full and ample opportunity to consult legal counsel regarding this Agreement prior to executing this Agreement such that you have freely and voluntarily entered into this Agreement, and have read and understood each and every provision, including, but not limited to, your rights, obligations, and applicable terms and conditions as set forth herein. You further acknowledge and agree that any interpretation of this Agreement shall not be construed against us by virtue of our having drafted the terms and conditions hereunder.

Our Limitation of Liability

NEITHER BANK AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (THE “BANK PARTIES”) SHALL BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (“CONSEQUENTIAL DAMAGES”), ARISING OUT OF OR RESULTING FROM THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY CENTUR-E-BANKING, OR OTHER SERVICES, PROVIDED BY BANK TO YOU), EVEN IF ANY OF THE BANK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMANGES. THE FOREGOING SHALL APPLY REGARDLESS OF: (I) THE NEGLIGENCE OF THE BANK PARTIES; (II) ANY FAILURE OF AN ESSENTIAL PURPOSE; AND (III) WHETHER SUCH LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. IN THE EVENT ANY APPLICABLE AUTHORITY DOES NOT ALLOW THIS EXCLUSION AND LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, THE BANK PARTIES’ LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL THE BANK PARTIES’ AGGREGATE LIABILITY FOR ANY DAMANGES EXCEED THE TOTAL AMOUNT OF FEES PAID TO BANK UNDER THIS AGREEMENT.

Our Warranty Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE CENTUR-E-BANKING, ANY INFORMATION, SOFTWARE, OTHER SERVICES AND OTHER MATERIALS, IF ANY, PROVIDED BY US TO YOU OR TO ANY THIRD PARTY ARE PROVIDED “AS IS”, WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND THE IMPLIED WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. BANK DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY SOFTWARE WE PROVIDE YOU WITH HEREUNDER WILL MEET YOUR REQUIREMENTS OR THAT SUCH SOFTWARE WILL OPERATE IN COMBINATIONS SELECTED FOR USE BY YOU OR A THIRD PARTY.

In the event that the above warranty disclaimer is ruled to be inapplicable by a court of competent jurisdiction, and if any Centur-E-Banking causes an incorrect amount of funds to be removed from your transaction account or causes funds from your transaction account to be directed to a Payee which does not comply with your payment instructions, we will be responsible for requesting that the improperly transferred funds be returned to your transaction account and for directing to the proper recipient any previously misdirected payments or transfers. In no event shall we be liable for any consequential, special, punitive or indirect loss or damage that you may incur or suffer in connection with this Agreement. Except as provided otherwise in this Agreement, the foregoing shall constitute our entire liability and your sole and exclusive remedy.

Password and Security

We will provide you with your initial “User ID” and “Password” (collectively referred to as “ID”). At the time of first use and periodically thereafter, you will select your new confidential User ID and Password, which will be used to access Centur-E-Banking and initiate transfer activity online. Except as otherwise provided in any agreements and rules now or hereafter governing your accounts, you agree that you are responsible for all transfers/transactions authorized by you or made using your ID. You shall not make available a written record of your ID and will not otherwise disclose your ID to anyone who is not authorized by you (“Authorized User”). Your failure to safeguard your ID may result in access to and transfers from your Account. You are liable for all authorized transfers from your accounts. Anyone to whom you provide your ID will have full access to your accounts and will constitute an “authorized user”, even if you attempt to limit that person’s authority. If you believe your ID has been lost or stolen or that there have been unauthorized transfers, contact Century Bank immediately by phone at 541-684-0515.

Description of Services

You, or someone you have authorized (even if the person exceeds your authority), may utilize Personal Online Banking to conduct any of the following transactions:

Initiate Fund Transfer Requests to transfer funds to and from Century Deposit Accounts NOTE: If you exceed the maximum allowed number of transfers or debits allowed by law from a Savings or Money Market Account, we will take steps we reasonably believe necessary to ensure future compliance with Account limits.
Initiate Fund Transfer Requests to make payments on your Century Loan Accounts.
Initiate a stop payment order on an item, and review the stop payment status.
Access balance information and posted activity on designated Accounts.
View reports prepared from account activity data on designated Accounts.
Download account data in order to perform external analysis on certain Account information.
Review recent Account activity, including Deposit Account(s) activity and principal, interest and payment information on Loan Account(s).
Review checks and deposits in a transaction summary and review all paid and outstanding items on a daily basis.
Review and print copies of your check images.
Initiate transfers from Deposit Accounts to external payees using your designated checking account in accordance with and subject to the terms and conditions set forth in the “Bill Pay Service” Procedures. All bill payments are made by checks issued by the bank.
Additional transactions and services that we may authorize or provide from time to time.
You, or someone you have authorized (even if the person exceeds your authority), may utilize Online Bill Pay Service to conduct any of the following transactions:
Make recurring payments from your checking account to Payees you have designated to receive ongoing payments of the same amount.
Make single payments of varying amounts to Payees you request.
Cancel, reschedule or stop payment (however, once payment is mailed/transmitted, you may not place a stop payment on the check).

We reserve the right, without prior notice, to eliminate or modify any service of, and to add additional services to, Centur-E-Banking, which modified or additional services will also be subject to the terms and conditions of this Agreement.

General Matters

You acknowledge and agree:

To never reveal, give or make available your Personal ID and/or your Password to any unauthorized person and to retain such information in a secure manner with due care.
To abide by the rules and regulations of the Bank for all accounts and services, including, but not limited to, the use of Centur-E-Banking, and to follow all applicable instructions and procedures.
To promptly notify us if you believe any unauthorized transaction has occurred or if you have any reason to believe an unauthorized transaction may occur, and if you receive notice that a payment through Centur-E-Banking remains unpaid or any debit or transfer has not properly posted.
To be responsible for all transactions initiated through the use of your Personal ID/Password.
To cooperate during an investigation of any reported unauthorized activity that occurs on your account and to promptly complete an affidavit upon request.
That our liability to you for not completing a transaction will be limited as set forth in this Agreement.
That the Bank has the right to refuse a transaction when it reasonably believes there is unauthorized or unusual Centur-E-Banking transactions.
To maintain sufficient funds or available credit in your account from which you instruct us to make a payment/transfer/debit, and that the Bank will not be required to complete any transaction that will exceed your account balance but if the Bank does complete such transaction, you agree that you will reimburse the Bank immediately upon demand and agree that your account will be charged fees in accordance with all bank service fees.
That if you use Centur-E-Banking to complete a transaction on an ineligible account, the Bank may, at its sole discretion, credit or debit the transaction to/from another account.
That you authorize the Bank to debit/transfer/make payments as you instruct from time to time using Centur-E-Banking; that such authority shall remain in full force and effect until Bank has received appropriate notification from you of your intent to terminate Centur-E-Banking in such a manner as to afford the Bank reasonable opportunity to act on it and in full compliance with all terms and conditions of this Agreement; and that the termination shall not be effective with respect to entries posted by the Bank prior to such time. You also agree to sign or provide such other authorizations, as the Bank may deem reasonably necessary.
To make a good faith effort to resolve merchant or payee related disputes prior to submitting claims to us and to advise us of the status of these claims.
To use Centur-E-Banking only for legal transactions.
That you will comply with the terms and conditions of the Agreement as well as State and Federal laws, regulations and rulings.
That the Bank will automatically deduct applicable bank service fees (if any) from your designated account. When we receive a transfer and/or payment instruction, you authorize us to charge the Account with us and to transfer and/or remit funds on your behalf. You may not designate any account with us that requires more than one signature for transfer, withdrawals, debits or checks as a Centur-E-Banking account.

Equipment

You are solely responsible for maintaining and operating all telephone, electronic equipment, computer hardware and software for performing the Centur-E-Banking described under this Agreement.

Charges/Fees Including Online Bill Pay Service Fees

The Online Bill Pay service is provided at a charge of $5.95 per month. The fee will be debited from your Account by us until this Agreement is terminated and is in addition to any other fees which apply to your accounts. If you do not wish to continue the Bill Pay Service, you must provide notice of termination as provided later at the section titled “Termination or Discontinuation by You”.

There may be a charge for returned payments/checks and other account services now and in the future. These fees and charges are also described in our fee schedule. You agree to pay such charges and authorize us to charge your designated transaction account for these amounts and any additional charges that may be incurred by you and your agents and successors. You are responsible for the payment of any deficiency due following the debiting of your account.

Returned or Non-Sufficient Funds Items

By using Centur-E-Banking, you are requesting us to make payments/transfers for you from your designated account(s). If we are unable to complete the transaction (for example, there are not sufficient funds in your account to cover the transaction), the payment transaction may not be completed. In some instances, however, the payment may be completed. In this case, you agree that you will reimburse us immediately upon demand. You also agree that we may reverse the transaction or offset the shortage with funds from any other account with us. You are fully obligated to bank to provide sufficient funds for any payments/transfers/withdrawals you make or authorize. In addition, you agree that applicable fees may be charged in accordance with our established service fees.

Bill Pay Service Procedures

You must designate the payment recipient or merchant (“Payee”) that you want to pay using our online Bill Payment Service. Payments may be made only to Payees with a permanent U.S. address. However, you are not permitted to designate any governmental agency or court-directed payments, and we reserve the right to refuse to allow you to designate any particular Payee or class of Payees. If you have more than one account with any Payee, each account will have a separate Payee code. You must verify the accuracy of the Payee information that you provide and/or that you enter into the Bill Pay Service setup. You will have access to view and print your list of Payees you have designated along with an assigned Payee code for each. You must verify the accuracy of any account numbers, the correct telephone number and/or other identifying information that the Payee or we may need so that your payments can be properly made and credited. If any account number, telephone number, or other identifying information changes, or if you want to add or delete Payees or other accounts and want us to make those changes, you must provide appropriate notice, you may call 541-684-0515 or notify us electronically via e-mail at cbonline@century-bank.org and/or the phone number on your bank statement, but written confirmation may be requested by us.

All bill payments are made with checks issued by Century Bank on your behalf. We are not responsible if a Bill Payment cannot be made due to incomplete, incorrect, or outdated information provided by you regarding any Payee or if you attempt to pay a Payee that is not on your Authorized Payee list. If you properly follow the Bill Pay Service procedures described herein and at the Bill Payment screens and we fail to send a payment on the instructed date, we will bear responsibility for reasonable late charges up to a maximum of $50 (the “Late Charge”). In any other event, including, but not limited to, choosing a payment date less than five (5) business days prior to the actual due date, the risk of incurring and the responsibility for paying any and all late charges or penalties shall be borne by you.

When Bill Payment Service Payments Are Made

Bill Payments are not final at the time we receive your instructions, but we will begin to process them promptly. We will process payments on the business day (generally Monday through Friday, except holidays) you designate the bill is to be processed, provided the payment request is received prior to the cut-off time set by us. Currently, our cut-off time for Bill Payment is 4:00 p.m. PT. Requests received after the business day cut-off time, or any time on a non-business day, will be processed on the “next” business day. We reserve the right to change the cut-off time by giving you notice of the change. Such notice may include posting of the information electronically on our Bill Payment site.

Centur-E-Banking transfers will be posted to your Account(s) either on the same day as the transfer or on the next business day, depending upon the time we receive your instructions. FOR RECURRING PAYMENT REQUESTS, IF YOU DESIGNATE A PROCESSING DATE OF THE 28TH THROUGH THE 31ST OF A MONTH, PROCESSING WILL BE INITIATED ON THE LAST CALENDAR DAY OF THE MONTH. Otherwise, recurring payment requests will be processed on the dates you have designated, unless such date falls on a non-business day resulting in your payment being processed on the next business day.

Limitations

For security reasons, we may impose limits on the number or amount of transactions you can make using transactions through Centur-E-Banking under this Agreement.

NOTE: Payment of taxes, court-directed payments, payments to settle security purchases, and payments to interest bearing accounts through Bill Pay Service are prohibited. We reserve the right to refuse to pay any person or entity (Payee) to which you may direct a payment. We will notify you promptly if we decide to refuse to pay a person or entity designated by you, and, if we do so, we will not be responsible for any late charges. This notification is not required if you attempt to pay tax or court related payments or other payments, which are prohibited under this Agreement. Additional transaction limitations are described in the Description of Services section.

Canceling/Changing Payment or Transfers

If you want us to cancel or change a payment you have instructed us to make using Bill Pay Services, you may notify us by phone at 541-684-0515 or by calling us on the phone number on your bank statement. You may write us at the address on your statement but telephone or electronic communications may be quicker.

If you want us to cancel or change a transfer you have instructed us to make between your Century accounts, you may notify us by phone at 541-684-0515 or at the phone number on your bank statement, or write us at the address listed on your statement before we have started processing the transaction. You must complete the above notification before we have started processing the transaction.

Pre-Authorized Stop Payment Procedures

If you have told us in advance to make regular payments out of your account, you can stop these payments in the following manner: You may notify us by phone at 541-684-0515 or at the phone number on your statement or write to us at Century Bank, P.O. Box 29010, Eugene, OR, 97440, or notify us electronically via e-mail using cbonline@century-Bank.org The Bank must be notified in time for us to receive your request 3 business days or more before the payment (transaction) is scheduled to be processed by us. If you call or e-mail, we may also require you to put your request in writing and forward your request within 14 days after you call or e-mail. We will charge you a fee for each stop payment order you give. The stop payment fee is provided on our fee schedule.

Statements

You will not receive separate statements for Centur-E-Banking but will continue to receive regular Account statements that will describe the transactions that you have initiated through Centur-E-Banking. All information appearing on these statements is subject to final review and auditing by the Bank.

Transactions that have not yet posted or cleared your Accounts may not be reflected in the Account balance. Please keep this in mind when you perform or attempt to perform other transactions including balance inquiries.

Business Days of the Bank

For purposes of this Agreement, business days are Monday through Friday, excluding Bank holidays.

Contact In Event Of Unauthorized Activity

If you believe your user ID or Password has been lost or stolen or that someone has transferred or may transfer funds from your account without permission, call us at 541-684-0515. Tell us AT ONCE if you believe your User ID and/or Password has been lost or stolen.

Telephoning is the best way to keep losses down, but you may also send written notice to us at the address on your statements.

Your Liability For Unauthorized Bill Pay Service Activity

As a consumer, you are liable for all transactions made by you or a person you authorize, even if the person you authorize exceeds your authority. If someone uses your User ID/Password, you could lose all the funds in your account(s) (plus your maximum available overdraft line of credit).

When Centur-E-Banking is used exclusively for consumer purposes, your liability for unauthorized activity is limited as follows: (a) if you notify us within 2 business days, you can lose no more than $50 if someone used your User ID/Password without your permission; and (b) if you do NOT tell us within 2 business days after you learn of the loss of theft of your user ID/Password and we can prove we could have stopped someone from accessing your account(s) without your permission if you had told us, you may be liable for as much as $500.

Also, whether you are a consumer or not, if your statement shows transfers or payments that you did not make, notify us at once. If you do not notify us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can provide that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from telling us, we may extend the time periods.

Error Resolution Or Questions About Your Service

Call us at 541-684-0515 or at the phone number on your statement, write us at Century Bank, P.O. Box 769, Eugene, OR, 97440, as soon as you can if you think your statement or receipt is wrong or if you need more information about a transfer or payment listed on the statement or receipt. We MUST hear from you no later than 60 days after we send the FIRST statement on which the problem or error appeared.

Tell us your name and account number
Describe the error or the transfer you are unsure about, and explain clearly why you believe it is an error or why you need more information.
Tell us the dollar amount of the suspected error.
If you tell us orally, we will require that you send us your complaint or question in writing within 10 business days.
We will tell you the results of our investigation within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will re-credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we do not receive your complaint or question in writing within 10 business days, we may not re-credit your account. Under certain circumstances, the error resolution time periods are extended from “45 calendar days” to “90 calendar days”. A longer period of time may apply for accounts opened within the preceding 30 days. If we decide that there was no error, we will send you a written explanation within 3 business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation.

Credit Review and Verification

By enrolling and/or using any Centur-E-Banking Services, you agree that we reserve the right to request a review of your credit rating at any time at our expense through a credit-reporting agency. In addition, you agree that we reserve the right to obtain financial and other information, as required, regarding your account from any Payee, financial institution or entity necessary to resolve any transfer, debit or payment posting problems.

Term of the Agreement

This Agreement shall commence at the moment you “click through” below or sign the Agreement or otherwise agree to use the service and shall continue in force until terminated as provided herein.

Termination Or Discontinuation By You

In the event you wish to discontinue your Centur-E-Banking, you must contact our electronic Banking Department in writing at the address below and no longer use such Centur-E-Banking. However, any instruction from you to make payments will continue in effect until we have received your written notice of termination and have had a reasonable opportunity to act upon it. Written notice of service discontinuation must be supplied ten (10) days prior to the actual discontinuance date and must be sent to: Century Bank, P.O. Box 769, Eugene, OR, 97440 or notify us electronically via e-mail at cbonline@century-bank.org.

Effect of Termination

Upon receipt of your written notice of termination and after a reasonable opportunity for us to act on such notice, no further payments will be made including, but not limited to, any payments or transfers scheduled in advance or any pre-authorized recurring payments. Any such termination applies only to Centur-E-Banking and does not terminate your checking account or any other account or services with the Bank. Termination by either you or us shall not affect your liabilities or obligations as described in this Agreement.

Our Amendments and Termination of This Agreement

All transactions are subject to the terms and conditions governing your accounts and services and to the fees set forth in our current service and fee schedule. We may change the terms and conditions of this Agreement from time to time and, when required by law, will provide written notice (which may be given by electronic mail) of the change prior to its effective date, to the last address (which may include your e-mail address) we have for you on our records. If you do not agree to abide by a change, you must notify us of that fact prior to the effective date of the change and prior to using any Centur-E-Banking described herein. You shall be deemed to have accepted additional terms or amendments from time to time by doing any of the following: (1) clicking through and agreeing to our terms electronically; (2) using Centur-E-Banking or allowing other Authorized Users to do so; or (3) making any payment for Centur-E-Banking.

We have the right to terminate this Agreement at any time at our discretion and without cause. We will ordinarily send you notice of any termination, but we are not required to do so unless required by applicable law. Once terminated, no further transfers or payments will be made, including, but not limited to, any payments or transfers scheduled in advance or any pre-authorized recurring payments.

Our Policy On disclosure Of Information To Third Parties

It is not our policy to disclose information concerning any of your accounts or the transactions you make, except in good faith in accordance with Bank Policy. You agree that we may disclose information to third parties about your accounts and the credit we extend to you: (a) when necessary to complete transactions; (b) to verify the existence and condition of your account for a party such as a credit bureau or Merchant or other electronic transaction; (c) to comply with government agency or court orders; (d) in connection with any authorization messages transmitted in point-of-sale or other transactions; (e) if we reasonably believe you have given your permission to release this information; (f) to our Century Bank affiliates, Service Providers, and Joint Marketing Providers; (g) to protect against fraud and enforce our legal rights; and (h) when otherwise permitted by law.

Confidentiality

You will keep in confidence and protect any software provided to you by us, and any documentation, plans, business or technical information, or data disclosed by us to you, orally or in writing, (collectively, the “Bank Information”) from disclosure to third parties and restrict its use to the purposes of this Agreement, and such confidentiality and protection shall be at least as strong as that you accord to your own information, but in no case less than due care. You acknowledge that unauthorized disclosure of the Bank Information may cause substantial economic loss to us or our licensors. Bank Information will not be copied by you, in whole or in part, except as authorized by us in writing.

Upon termination of this Agreement, you will inform your authorized user(s) of your and their obligations under this Section and instruct them so as to ensure such obligations are met./p>

Privacy

Certain information accessed through Centur-E-Banking may be the property of the Bank or other third party. This Agreement gives you no rights to such information. You agree to safeguard with due care and not release to any third parties any third party data which you may come into possession of or gain access to, and in doing so shall fully conform with the Federal Trade Commission fair information collection principles as well as all applicable laws, regulations and decisions of any governmental entity, including, but not limited to, Title V (Privacy) of the Gramm-Leach-Bliley Act, P.L. 106-102 [S.900] (Nov. 12, 1999), as amended, and all regulations issued pursuant thereto (all of the aforementioned legal authority shall be referred to as “Privacy Requirements”). At any time and from time to time, you agree, without consideration, pursuant to Bank’s request, to take such actions, make such disclosures, make such modifications, safeguard data, protect consumer privacy for personally identifiable information (including, without limitation, financial information), and to execute and deliver such documents as may be necessary to comply with all Privacy Requirements.

Security

As a condition to being given access to the Centur-E-Banking, you agree to comply with our security policies and will not tamper with, compromise or circumvent any security or audit measures employed by Bank. You acknowledge and agree that any and all of your information, data, and electronic mail and communications (“Your Information”) are not privileged, and Bank reserves the right to disclose any and all of Your Information, subject to applicable legal restrictions on such disclosures. Without limiting the foregoing, in the event that Bank concludes that there has been any breach of security or violation of this Agreement by you, Bank may choose to disclose Your Information to third parties, including, but not limited to, law enforcement officials, as Bank deems appropriate without any prior notice to you or the individuals who may have written, sent or received Your Information, subject to applicable legal restrictions.

Your Representations and Warranties

You shall only use Centur-E-Banking to access Accounts held at Bank for personal/consumer purposes, and will not use Centur-E-Banking to access any account that is used primarily for business or commercial purposes. You warrant and represent that any deposits, postings or delivery of any information or data of any kind whatsoever to bank, including, without limitation, through the Centur-E-Banking, do not contain any malicious code commonly known as anomalies, time bombs, viruses, trapdoors, worms, Trojan horses or other malicious code constituting computer instructions which may have the effect of or be used to access, alter, delete, damage or disable the services, other web sites, Bank’s or Bank’s customers’ information or other property (including, without limitation, all of Bank’s data, software and computer servers).

Your Indemnification

You shall indemnify the Bank and its shareholders, directors, members, officers, employees, agents, and affiliates and hold them harmless from and against any and all losses, damages, liabilities, settlements, costs, charges, assessments and expenses, as well as third party claims and causes of action (collectively, the “Losses”), including, without limitation, attorneys’ fees, arising out of any breach by you of any of the terms and conditions of this Agreement and you or your agents’ negligent or willful acts. Bank may set-off the amount of any Losses against any sums accruing to you under any transaction between you and bank, including, without limitation, transactions under other agreements than this Agreement. Upon receipt of any third party claim, Bank shall have the right to assume the sole defense thereof, at your expense, by representatives chosen by Bank. You shall provide Bank with such assistance, without charge, as may be requested by Bank in connection with any such defense, including, without limitation, providing Bank with such information, documents, records and reasonable access to Company as Bank shall deem necessary. In no event shall you settle any third party claim or waive any defense without Bank’s prior written consent and any such settlement or waiver shall be null and void.

Framing

You shall not, without Bank’s prior written consent, actively engage in or authorize making the Centur-E-Banking, or any portion thereof, available: (A) as part of a “co-branded” or “private label” web site, web service, or Internet access service, or as part of a “channel” through a software or Internet service, or similar arrangements or relationships that offer or provide access to the Centur-E-Banking from or through other web sites, web services, or Internet access services; or (B) as part of any other web site when Framed (as defined below) and displayed as part of another web site or web service. You shall not authorize any third party to make any of the Centur-E-Banking, or any portion thereof, available on any other web site by means of Framing (as defined below). As used herein, “Frame” and “Framing” means the display of a web page (the “Framed Page”) within a frame of a different web page (the “Framing Page”), where the Framed Page is not controlled by the party that publishes the Framing Page.

Unsolicited Electronic Mail

You are not to send any unsolicited electronic mail into the Centur-E-Banking web sites, servers, or computers or the servers or computers of any users of the Centur-E-Banking or any portion thereof, including, without limitation, our list of depositors and their authorized representatives.

Our Liability for Failure to Make Transfers

Any failure or delay by Bank in the performance of its obligations pursuant to this Agreement shall not be deemed a default or breach of the Agreement or a ground for termination hereunder to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions, strikes, supplier and third party failure, lockouts or labor difficulties, or any similar cause beyond the reasonable control of Bank.

Without in any way limiting the foregoing, we shall incur no liability if we are unable to complete any transaction initiated by you through Century-E-Banking because of any circumstance beyond our control, including, but not limited to, the existence of any one or more of the following:

If your Account does not contain sufficient funds to complete the payment or the payment would exceed the credit limit of any overdraft account or line of credit, or if your account has been closed or is not in good standing, or a payment is reversed due to insufficient funds.
If the bill payment processing center is not working properly and you know or have been advised by us about the malfunction before you exercise or attempt the transaction.
If the Payee mishandles or delays a payment sent by us.
If you have not provided complete, correct or current names, phone numbers, account information or other identifying information for that Payee to whom you wish to direct payment.
If you have not properly followed our instructions or have failed to notify us of any inaccuracy in the Payee list provided to us or you provided wrong, incomplete or inaccurate Payee information or other account information.
If you received notice from a Payee that a payment remains unpaid, and you failed to promptly provide notice to us of that fact.
If we do not receive an electronic transmission or if there is a delay in receipt or any inaccuracy or interruption in electronic transmission.
If the funds in your Account are subject to legal process or any other encumbrance or restriction.
If you designated an ineligible Payee or entity as a payee.
If you suffer any loss, injury or damage caused by or to your computer hardware, software or data or other equipment.
If our computer systems or the Centur-E-Banking were not working properly or were temporarily unavailable, and you knew or were advised by us about such malfunction or unavailability.
If your Account was closed.
If this Agreement has been terminated.

Third Parties

No third party is a beneficiary of this Agreement.

Assignment

You may not assign this Agreement to any other party. We may assign this Agreement at any time. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties. Any assignment or delegation by you without our prior written consent shall be null and void.

Cumulative Remedies, No Waiver, Equitable Remedies

Except where specifically stated to the contrary, all remedies available to us for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights and remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. If you breach this Agreement, we shall be entitled, in addition to any other rights available to us under this Agreement or a law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and you acknowledge and agree to not contest such application.

Severability

If any provision or portion thereof of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed in all respects as if the invalid or unenforceable provision or portion thereof had been omitted and all other terms and conditions and portions thereof are fully enforceable, and in such case this Agreement may be modified, amended, and limited, reflecting the intentions of the parties, if and only if such changes are necessary to render the Agreement valid and enforceable.

Independent Contractor

We are acting in performance of this Agreement as an independent contractor. Except as specifically stated herein, neither party, nor any of their respective employees or agents, shall have the power or authority to bind or obligate the other party. This Agreement does not create an employment relationship, association, joint venture, partnership, or jointly owned assets or equity between you and us nor does it impose any partnership liability upon either you or us for any act or omission of the other.

Limitation on Liability of Shareholders, Officers, Directors, Members, Employees and Agents

You shall not make any claim against the shareholders, officers, directors, members, employees or agents of Bank but instead shall look solely to the assets of Bank for satisfaction of any liability of us under this Agreement.

Captions

The captions of Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Arbitration

Either party may, prior to rendering of a judgment of any claim, dispute, or controversy of any nature whether asserted individually or jointly (Claim) by either you or Century Bank against the other, or against the employees, agents, or assigns of the other, arising from or relating in any way to the provisions of the Agreement, including Claims regarding the applicability of this arbitration provision or the validity of the Agreement, elect to have such Claim resolved by binding arbitration by the National Arbitration Forum, under the code of Procedure in effect at the time the Claim is filed. Rules and forms of the National Arbitration Forum may be obtained and Claims may be filed at any National Arbitration Forum office, www.arb-forum.com or P.O. Box 50191, Minneapolis, Minnesota, 55405, telephone 1-800-474-2371. Any arbitration hearing at which you appear will take place at a location within the federal judicial district that includes your mailing address at the time the Claim is filed. This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act. 9 U.S.C. §§ 1-16. Judgment upon any arbitration award may be entered in any court having jurisdiction. Nothing in this Agreement shall be construed to prevent any party’s use of setoff or any other prejudgment or provisional right of remedy, whether or not specifically provided for in the Agreement.

IN THE ABSENCE OF THIS ARBITRATION AGREEMENT YOU AND CENTURY BANK MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT, AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS, BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, UPON THE ELECTION OF EITHER PARTY, ALL CLAIMS MUST NOW BE RESOVLED THROUGH ARBITRATION. FURTHER, YOU MAY NOT JOIN ANY CLAIM OF ANY OTHER CENTURY BANK CUSTOMER, FOR PURPOSES OF THIS ARBITRATION PROVISION OR OTHERWISE.

Governing Law and Jurisdiction

The construction, interpretation and enforcement of this Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, shall be governed by and construed in accordance with the laws of the State of Oregon, applicable to contracts made entirely within and wholly performed in Oregon, without regard to the choice or conflict of laws provisions thereto. The sole jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of Oregon, and the parties agree not to raise, and waive, any objections or defenses based upon venue or forum non convenes, except that either party may seek temporary injunctive relief in any venue of its choosing. The parties agree that the United Nations convention on Contracts for the International Sale of goods is specifically excluded from application to this agreement. You agree to accept service of any summons, complaint, or other process in connection with any litigation arising out of this Agreement (“Service”). Within thirty (30) days after Service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding, you shall appear or answer such Service. Should you so served fail to appear or answer within such thirty (30) day period or such extended period, as the case may be, you shall be deemed in default and you shall not object to judgment being entered against you for the amount and remedies demanded pursuant to such Service.

Further Actions

AtAt any time and from time to time, you agree, without further consideration, to take such actions and to execute and deliver such documents as may be required by us to effectuate the purposes of this Agreement.