Deposit Account Agreement
This agreement is subject to federal and state law (including the Uniform Commercial Code as adopted by the State of Minnesota); the rules, regulations, and orders of the Federal Reserve Board; and the rules, regulations and orders of any Federal Reserve Bank or clearinghouse of which we are or may become a member. We may permit some variations from the standard agreement, but any such variations must be agreed to us in writing.
We may exercise our right of setoff at any time and for any reason allowed by law. For example, we may exercise our right of setoff if you die, file for bankruptcy, or we believe in good faith that you are not able or willing to fulfill your obligations to us. We may consider this agreement as your consent to exercise our right of setoff should any present or future law require your consent.
Unless you and the Bank have a written wire transfer agreement in place that applies to your Account, this section 19 governs wire transfers from your Account.
A. Authority. Subject to the terms and conditions of this agreement, you authorize us to process funds transfers to and from your Account as a method to effectuate domestic and international wire transfers. You authorize each Account owner and each authorized signer to initiate payment orders, payment order cancellations, and payment order amendments (each, a "Request") using one or more of the following communication methods: oral (including in-person and telephonic methods) and writing (including paper, mail, fax, and electronic communication such as e-mail). You authorize each owner of the Account and each authorized signer to confirm Requests.
B. Definitions. Unless otherwise specifically defined, the terms in section 19(B) of this agreement shall have the same meanings as defined in Article 4A of the Uniform Commercial Code as adopted by the State of Minnesota.
C. Limitations. We will not accept a Request that seeks to transfer more than $2,999,999.99. To the extent allowed by applicable law, we reserve the right to reject a Request for any reason or for no reason.
D. Security Procedures. You agree that the following security procedures are a commercially reasonable method of preventing a Request that is unauthorized or inaccurate. You agree that you will review the security procedures on a periodic basis to confirm that the security procedures remain commercially reasonable. You agree that you are responsible for assuring confidentiality of the security procedures set forth in this agreement, and agree to implement a comprehensive program to ensure the safeguards of the security procedures and information.
- We will confirm the identity of a person making a Request in person at one of our locations by examining a government-issued form of identification or by personal knowledge of the person’s identity, and we will have that individual sign a document that confirms the details of the Request.
- If a Request is made by a person who is not physically present at one of our locations, we will confirm the identity of that person by asking the person to provide two items of non-public information (such as the person’s Social Security number or date of birth, or non-public Account information), and we will confirm the details of Request. After receiving a Request that involves a funds transfer exceeding $10,000.00 that is not made in person at our main office or a branch, we will telephone an owner or authorized signer on the Account, confirm the identity of that person by asking the person to provide two items of non-public information (such as the person’s Social Security number, date of birth, or non-public Account information), and confirm the details of the Request.
- We will implement commercially reasonable alternative security procedures when you request them and we agree in writing to implement them through a separate agreement. If you believe or have reason to believe that the confidentiality of the non-public information of any account owner or authorized signer has been compromised, notice of that fact shall be given to us immediately, but in no event more than one business day from the date of discovery.
E. Accuracy of Transfer Instructions. You agree that we (and any other financial institution used to carry out the Request) rely on the funds transfer instructions you provide and we are not responsible for their accuracy, nor do we undertake any responsibility to verify their accuracy. You agree that the beneficiary's financial institution may apply the payment on the basis of identifying information or account number even if it identifies a person other than the named beneficiary. In that case, you will be solely responsible for recovering the payment and we will have no liability.
F. Amendment. After we receive your Request, you have no right to cancel or amend the Request. We may attempt to act on the cancellation or amendment, but we will have no liability if such cancellation or amendment is not effected.
G. Processing Cut-Off Times. We accept Requests and incoming wire transfers to your Account up to 4:00 PM (Rochester, MN time) on funds-transfer business days, which are Monday through Friday except holidays observed by the Federal Reserve System, Christmas Eve, and New Year’s Eve. We may treat a Request received after a processing deadline as received at the opening of the next funds-transfer business day.
H. Confirmation. After each payment order is processed, we will provide you with confirmation of the transfer to the address contained in our records. You agree to examine and immediately notify us within 14 days after the mailing date of the confirmation or statement, whichever is sooner, of any discrepancy or error.
I. Currency Conversion. Unless specified to the contrary, a Request by you shall be sent in United States Dollars. You agree that if you request a transfer of funds in a currency other than United States Dollars, we will convert the currency at our current exchange rate for the specified foreign currency. If any funds are transferred to you in a currency other than United States Dollars, we will convert the foreign currency into United States Dollars at our current exchange rate for such currency at the time of the transfer. If we do not have current exchange rates for the particular foreign currency involved, we will use our best efforts to convert the currency promptly through reasonable commercial or banking channels, and you will pay us a reasonable fee for such services. In no event will we be liable to you for any losses arising from currency conversions effected by us in good faith within a reasonable time after receiving funds for conversion.
J. Limitation on Liability. You agree that we shall have no liability for delays or mistakes, provided we act in good faith and with reasonable care. Except as specifically set forth in this agreement, we disclaim all warranties of any kind, express or implied, including without limitation the warranty of merchantability, fitness for a particular purpose or non-infringement of intellectual property or third-party rights. Except as specifically set forth in this agreement, we will not be liable for any direct, indirect, incidental, special, consequential or punitive damages of any kind resulting from the services provided under this agreement. These limitations shall apply whether or not the likelihood of such losses or damages was known by either party.
K. Fees. You agree to pay our applicable fees and costs to process your Request. The fees and costs may change at any time without notice.
L. No Unlawful or Prohibited Use. As a condition making a Request, you agree that the Request will not be made for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this agreement or by any applicable laws or regulations