Please read this Electronic Communications Disclosure (“Disclosure”) carefully. It contains important information about your legal rights. This Disclosure covers all of your accounts, products, and services with Sandy Spring Bank that are accessible, either currently or in the future, through Digital Banking (whether accessed through a personal computer or mobile device, sometimes referred to as “Mobile Banking”), our website, or other electronic means. The words “we”, “us”, or “our” mean Sandy Spring Bank and/or its affiliates. The words “I”, “you”, and “your” mean each account holder, product owner, and/or service user identified on an account, product, or service.
2. Types of Electronic Communications You Will Receive. You understand and agree that we may provide to you in electronic format only, such as by posting the information on the website where you access your accounts, products, or services, through e-mail (if applicable and if you have provided a valid email address), or through other electronic means, agreements, disclosures, notices, and other information and communications regarding your accounts, services, and products, the use of our websites or our other electronic services, your relationship with us, and/or other programs, products, or services that are or may be in the future made available to you (collectively, “Communications”). Such Communications may include, but are not limited to:
3. Setting Your Electronic Communications Preferences. After you consent to this Disclosure, you may still be able to set your preferences to receive certain categories of Communications in (1) both electronic and paper format; (2) electronic format only; or (3) paper format only. Setting your Communications preferences may not be available for all products, accounts, or services. For more information on the availability of your electronic communications preference management options, please refer to the appropriate electronic communications preference page on the website where you access your Communications. If you decide to receive some Communications in paper and some electronically, the Communications that you receive electronically will be governed by this Disclosure.
4. Types of Communications You Will Receive in Paper Format. This Disclosure does not apply to any Communications that we determine, in our sole discretion, that we are required to deliver in paper form under applicable law or that you should receive in paper rather than electronic form. Such communications shall be mailed to the primary address we show for you in our records or otherwise delivered as required by law or the governing agreement.
5. Hardware and Software Requirements. To access Communications, you will need a computer or mobile device with a current operating system, internet access, and a web browser that supports 128-bit encryption, including Chrome, Safari, Firefox, Edge, or a similar web browser. You will also need an active email address.
To view PDF files, you will need access to Adobe Reader or similar software.
To print or download Communications, you will need a printer connected to your computer or device or sufficient hard-drive space to store Communications.
If our hardware or software requirements change, and that change would create a material risk that you would not be able to access or retain Communications, we will give you notice of the revised hardware or software requirements. Continuing to use Digital Banking after receiving notice of the change is reaffirmation of your consent.
6. How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically by calling us at the telephone number listed in the "Contact Us" section of Digital Banking. If you withdraw your consent to this Disclosure, we will immediately terminate your Digital Banking access. You will not be charged a fee for withdrawal of your consent.
Your withdrawal of consent does not apply to any Communication you have already received or signed electronically.
7. How to Request Paper Copies. You may request a paper copy of any electronic Communication we send you by calling us at the telephone number listed in the "Contact Us" section of Digital Banking. We may charge fees for paper copies of Communications.
8. How to Update Your E-Mail Address. In the event that your email address or other contact information is changed, you must notify us of such changes immediately through one of the following methods:
Access the “Contact Information” section within Digital Banking and update your contact information.
Contact us at 800.399.5919 and communicate the contact information changes.
If you fail to update or change an incorrect or invalid e-mail address or other contact information, you understand and agree that any Communications shall nevertheless be deemed to have been provided to you if they were made available to you in electronic form on our websites, e-mailed to the e-mail address we have for you in our records, or delivered through other electronic means.
We recommend that you print or download a copy of this Disclosure, the applicable service or account agreement and all other Communications to retain for your permanent records.
1. GENERAL TERMS AND CONDITIONS
A. Scope of the Agreement
This Digital Banking Services Agreement (“Agreement”) is between each owner of an eligible account, a person applying for an eligible account, or authorized representative appointed or entitled to online access on another person’s behalf (“you” or “your”) and Sandy Spring Bank (“Bank”, “we”, “our” or “us”). This Agreement governs your use of any online or mobile banking services maintained by the Bank and accessible through sandyspringbank.com (“Service” or “Services”) using a personal computer or a mobile device, including a smartphone, tablet, or any other eligible handheld or wearable communication device (“Device”).
Under the terms of this Agreement, you may use the Services to obtain financial products and services, access and view account information, and move money electronically and perform authorized transactions for eligible Bank consumer and business accounts.
When you first set up your username, we will link all of your eligible Bank accounts, including joint accounts. If you open an additional eligible account at a later date, we will link your new account to the Services. Unless indicated otherwise by the context, “linked Bank accounts” or “linked accounts” refers to all of your accounts with the Bank.
When a Service is linked to one or more joint accounts, we may act on the verbal, written, or electronic instructions of any authorized signer.
Please note that some of the Services may not be available at all times or when using certain digital devices or applications. For example, some functions may be available online through a personal computer but not available through our mobile app.
B. Accepting the Agreement
When you apply for, enroll in, activate, download or use any of the Services described in this Agreement or authorize others to do so on your behalf, you agree to be bound by the terms and conditions of the entire Agreement, as well as any terms and instructions that appear on a screen when enrolling in, activating, or accessing the Services.
C. Relation to Other Agreements
Your use of the Services may also be affected by your Personal Deposit Account and Electronic Banking Agreement or Commercial Deposit Account and Electronic Banking Agreement, including the applicable product sheet and/or fee schedule (“Deposit Agreement”), or other agreement with us for your linked Bank accounts. When an account is linked to the Services, it does not change the agreements you already have with us for that account and you are still subject to the terms and conditions we gave you in the agreement and disclosure for the linked account. The terms and conditions for those account agreements, including any applicable fees, transaction limitations, liability rules and other restrictions that might impact your use of an account with the Services, are incorporated into this Agreement. In the event of a conflict between the terms of those account agreements and this Agreement, the terms of the applicable account agreement will prevail unless this Agreement specifically states otherwise.
D. Password and Security
If you are issued or create any password or other credentials to access the Services, you agree not to give or make available your password or credentials to any unauthorized individuals, and you agree to be responsible for all actions taken by anyone to whom you have provided such credentials. If you believe that your credentials have been lost or stolen or that someone may attempt to use them to access Digital Banking or the Services without your consent, you must inform us at once by contacting our Client Service Center at 800.399.5919.
Your passcode will be required to use the Services and is a “security procedure.” You agree that this security procedure is commercially reasonable and is designed to authenticate your transactions.
E. Equipment and Technical Requirements
It is your responsibility to acquire the equipment, software, or Internet service necessary to access the Services. You are responsible for any and all Internet service fees that may be assessed by your Internet service provider.
You should routinely scan your Devices using reliable virus detection and spyware products. Undetected or unrepaired viruses may corrupt and destroy your programs, files, and even your hardware. Additionally, you may unintentionally transmit the virus to other Devices. You should take steps to secure your Devices and scan them regularly for spyware and key logging software, which records the sequence of keystrokes used when accessing various sites, then transmits those keystrokes to an unauthorized third party to access or attempt access to your account. It is your responsibility to protect your Devices against this type of software. You should also utilize a firewall (hardware and/or software), especially if you have a broadband Internet connection such as DSL or cable modem, and you should periodically update your operating system and browser for critical security related patches.
You are solely responsible for the maintenance, installations, and operation of your Devices. We shall not be responsible for any errors, deletions, or failures that occur as a result of any malfunction of your Devices or software, nor will we be responsible for any virus or key logging software that affects your Devices or software while using our Services.
F. Log-On Security
For your protection, you should logout after every online banking session and close your browser window. Clearing your “cache” or “temporary Internet files” from time to time will also help protect your account information. In order to help prevent unauthorized access to your accounts, your online session will automatically terminate after fifteen (15) minutes of inactivity. This is to protect you in case you accidentally leave your computer unattended after logging on. When you return to your computer, you will be prompted to re-enter your passcode, and your session will continue where you left off. In addition, we will deactivate your access to Digital Banking after three (3) unsuccessful login attempts within a 24-hour time-frame. As well as the security features described above, there may be other security related notices posted on our website or a Service from time to time. It is your responsibility to read all security notices.
Notwithstanding our efforts to ensure that the Services are secure, we cannot and do not warrant that all data transfers via the Services will be free from monitoring or access by others.
G. Acceptable Use
You agree that you are responsible for complying with all applicable laws in all of your activities related to your use of the Services, regardless of the purpose of the use, and for all communications you send through the Services. We, as well as the companies that we have engaged (and their affiliates) to render some or all of the Services to you (“Service Providers”), have the right, but not the obligation, to monitor and remove communications content that we find in our sole discretion to be objectionable in any way. In addition, you are prohibited from using the Services for communications or activities that: (i) violate any law, statute, ordinance or regulation or breach any contract or agreement by which you are bound; (ii) promote hate, violence, racial intolerance, or the financial exploitation of a crime; (iii) defame, abuse, harass or threaten others; (iv) include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (v) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (vi) impose an unreasonable or disproportionately large load on our infrastructure; (vii) facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (viii) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy the Services or the portion of the site through which the Services are offered without our prior written permission; (ix) constitute use of any device, software or routine to bypass technology protecting the site or Services, or interfere or attempt to interfere, with the site or the Services; or (x) may cause us or our Service Providers to lose any of the services from our internet service providers, payment processors, or other Service Providers.
H. Prohibited Payments
The following types of payments are prohibited through the Services, and we have the right, but not the obligation, to monitor for, block, cancel, and/or reverse such payments:
Except as required by applicable law, in no event shall we or our Service Providers be liable for any claims or damages resulting from your scheduling of prohibited payments.
I. Payment Methods and Amounts
There are limits on the amount of money you can send or receive through our Services. Your limits may be adjusted from time to time in our sole discretion. For certain Services, you may have the ability to log in to the site to view your individual transaction limits. We or our Service Provider also reserve the right to select the method in which to remit funds on your behalf through the Services, and in the event that your account is closed or otherwise unavailable to us, the method to return funds to you. These payment methods may include, but may not be limited to, an electronic debit, a paper check drawn on the account of our Service Provider, or draft check drawn against your account.
It is your responsibility to determine what, if any, taxes apply to the transactions you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
K. Failed or Returned Payment Instructions
In using the Services, you are requesting that we or our Service Provider attempt to make payments for you from your account. If any payment instruction cannot be completed for any reason associated with your account (for example, there are insufficient funds in your account, or the payment instruction would exceed the credit or overdraft protection limit of your account, to cover the payment), the payment instruction may or may not be completed. In certain circumstances, our Service Provider may either advance funds drawn on their corporate account or via an electronic debit, and in such circumstances will attempt to debit the account a second time to complete the payment instruction. In some instances, you will receive a return notice from us or our Service Provider. In each such case, you agree that:
L. Cancelling Transfers
Any payment(s) that have begun processing before the requested cancellation date will be processed by us. You acknowledge and agree that if the Bank attempts to cancel or amend a transfer, then the Bank shall have no liability if a cancellation or amendment is not completed.
M. Information Authorization
Your enrollment in a Service may not be fulfilled if we cannot verify your identity or other necessary information. Through your enrollment in or use of each Service, you agree that we reserve the right to request a review of your credit rating at our own expense through an authorized bureau. In addition, and in accordance with our Privacy Notice, you agree that we reserve the right to obtain personal information about you, including, without limitation, financial information and transaction history regarding your account. You further understand and agree that we reserve the right to use personal information about you for our and our Service Providers’ everyday business purposes, such as to maintain your ability to access the Service, to authenticate you when you log in, to send you information about the Service, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Service and the content and layout of the site. Additionally, we and our Service Providers may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and our Service Providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes. In addition, we and our Service Providers may use, store and disclose such information acquired in connection with the Service in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Services. The following provisions also apply to certain Services:
2. INTERNAL TRANSFERS
You may use the Services to transfer funds between your linked Bank accounts without a fee on either a one-time or a recurring basis, including as a payment to a linked loan or line of credit. One-time transfers may be made at any time and are immediately debited from a checking or savings account’s available balance or a credit account’s available credit. The cutoff time for internal transfers is 8:59 PM on business days.
3. EXTERNAL TRANSFERS
You may also use the Services to transfer funds between your accounts that you maintain with us on the one hand (“Eligible Transaction Account”), and your accounts that are maintained by other financial institutions, on the other hand (“External Account”). The cutoff time for external transfers is 4:59 PM on business days.
A. Description of Service, Authorization, and Processing
You represent and warrant that you are either the sole owner or a joint owner of the Eligible Transaction Account and the External Account and that you have all necessary legal right, power, and authority to transfer funds between the Eligible Transaction Account and the External Account. If you are a joint owner of the Eligible Transaction Account, External Account, or both, then you represent and warrant that (i) you have been authorized by all of the other joint owners to operate such accounts without their consent (including, without limitation, to withdraw or deposit any amount of funds to such accounts or to even withdraw all funds from such accounts); and (ii) we may act on your instructions regarding such accounts without liability to such other joint owners. Further, you represent and warrant that the External Account is located in the United States.
You may initiate (i) a one-time transfer instruction for which processing shall be initiated immediately, (ii) a one-time transfer instruction for which processing shall be initiated at a later specified date up to one (1) year, and (iii) a recurring series of transfer instructions for which processing shall be initiated on the specified dates. Further details about each of these options can be found on the site.
When we receive a transfer instruction from you, you authorize us to (iv) debit your Eligible Transaction Account and remit funds on your behalf to the External Account designated by you and to debit your applicable account as described below; or, as applicable, to (v) credit your Eligible Transaction Account and remit funds on your behalf from the External Account designated by you and to debit your applicable account as described below. You also authorize us to reverse a transfer from the applicable account if the debit is returned from the other account in the transaction for any reason, including, but not limited to, nonsufficient funds. Transfers may be delayed or blocked to prevent fraud or comply with regulatory requirements. If we delay or block a transfer instruction that you have initiated, we will notify you in accordance with your user preferences.
We will use reasonable efforts to make all your transfers properly. However, we shall incur no liability if we are unable to complete any transfers initiated by you because of the existence of any one or more of the following circumstances:
It is your responsibility to ensure the accuracy of any information that you enter into the Service, and for informing us as soon as possible if you become aware that this information is inaccurate. You may not use a P.O. Box as a postal address. We will make a reasonable effort to stop or recover a transfer made to the wrong account once informed, but we do not guarantee such recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by you.
B. Transfer Methods and Amounts
Section I of the General Terms and Conditions (Payment Methods and Amounts) applies to the Service, even in circumstances where the External Account is closed and we are attempting to return funds to such Account.
C. Transfer Cancellation Requests
You may cancel a transfer at any time until it begins processing (as shown in the Service).
D. Stop Payment Requests
If you desire to stop any transfer that has already been processed, you must contact our Client Service Center at 800,399,5919. Although we will make a reasonable effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within fourteen (14) days. The charge for each request will be the current charge for such service as set out in the applicable fee schedule.
E. Service Fees and Additional Charges
You are responsible for paying all fees associated with your use of the Service. Applicable fees will be disclosed in the user interface for, or elsewhere within, the Service or site or in your Deposit Agreement and related fee schedule. Any applicable fees will be charged regardless of whether the Service was used, except for fees that are specifically use-based. Use-based fees for the Service will be charged against the account that is debited for the funds transfer. There may also be charges for additional transactions and other optional services. You agree to pay such charges and authorize us to deduct the calculated amount from the applicable account you hold with us or the account that is debited for the funds transfer, depending on how such charges are described in the user interface for the Service. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and Internet service fees that may be assessed by your telephone and Internet service provider. Section K of the General Terms and Conditions (Failed Or Returned Payment Instructions) applies if you do not pay our fees and charges for the Service, including, without limitation, if we debit any external account for such fees, as described in this Section, and there are insufficient fees in the external account; Section K of the General Terms and Conditions should be interpreted as applying to your accounts at other financial institutions, as well as your accounts at the Bank.
F. Refused Transfers
We reserve the right to refuse any transfer. As required by applicable law, we will notify you promptly if we decide to refuse to transfer funds.
G. Returned or Failed Transfers
In using the Service, you understand transfers may be returned or fail for various reasons such as, but not limited to, the external account number is not valid. We will use reasonable efforts to research and correct the transfer to the intended account or void the transfer. We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, failed, or denied transfer to your account that we debited for the funds transfer or use other reasonable efforts to return such transfer to you as permitted by law. In certain cases, we may require you to contact us or the financial institution for your external account to initiate a request to receive such funds. You may receive notification from us.
4. BILL PAYMENT SERVICES
You may use Bill Payment Services to make one-time or recurring payments.
A. Payment Scheduling
The earliest possible Scheduled Payment Date for each Biller will be designated within the Service when you are scheduling the payment. The term “Scheduled Payment Date” means the day you want your Biller to receive your bill payment, unless the Scheduled Payment Date falls on a non-business day, in which case it will be considered to be the previous business day. The term “Biller” means the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills, as the case may be.
The Service will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement, unless the Due Date falls on a non-business day. The term “Due Date” means the date reflected on your Biller statement for which the payment is due, not the late payment date or the date beginning or a date during any grace period.
If the actual Due Date falls on a non-business day, you must select a Scheduled Payment Date that is at least one (1) business day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. Depending on the method of payment, your Eligible Transaction Account may be debited prior to the Scheduled Payment Date. For example, if the selected method of payment is a draft check drawn on your account, the draft check arrives earlier than the Scheduled Payment Date due to expedited delivery by the postal service, and the Biller immediately deposits the draft check, your Eligible Transaction Account may be debited earlier than the Scheduled Payment Date.
B. The Service Guarantee
Due to circumstances beyond the control of the Service, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. The Service will bear responsibility for any late payment related charges up to $50.00 should a payment post after its Due Date as long as the payment was scheduled in accordance with these terms and conditions.
C. Payment Authorization and Payment Remittance
By providing the Service with names and account information of Billers to whom you wish to direct payments, you authorize the Service to follow the Payment Instructions that it receives through the Service. “Payment Instruction” is as the information provided by you to the Service for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date). In order to process payments more efficiently and effectively, the Service may edit or alter payment data or data formats in accordance with Biller directives.
When the Service receives a Payment Instruction, you authorize the Service to debit your Eligible Transaction Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize the Service to credit your Eligible Transaction Account for payments returned to the Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Service.
The Service will attempt to make all your payments properly. However, the Service shall incur no liability and the Service Guarantee set forth above shall be void if the Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:
Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be removed from your Eligible Transaction Account or causes funds from your Eligible Transaction Account to be directed to a Biller which does not comply with your Payment Instructions, the Service shall be responsible for returning the improperly transferred funds to your Eligible Transaction Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.
D. Payment Cancellation Requests
You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the Service. The term “Scheduled Payment” means a payment that has been scheduled through the Service but has not begun processing. There is no charge for canceling or editing a Scheduled Payment.Once the Service has begun processing a payment, it cannot be cancelled or edited, and a stop payment request must be submitted.
E. Stop Payment Requests
The Service’s ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. The Service may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact our Client Service Center at 800.399.5919. Although the Service will attempt to accommodate your request, the Service will have no liability for failing to do so. The Service may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.
F. Exception Payments Requests
Exception Payments may be scheduled through the Service; however, Exception Payments are discouraged and must be scheduled at your own risk. The term “Exception Payments” means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property). Except as required by applicable law, in no event shall the Service be liable for any claims or damages resulting from your scheduling of Exception Payments. The Service Guarantee set forth above does not apply to Exception Payments.
G. Bill Delivery and Presentment
The Service includes a feature that electronically presents you with electronic bills from select Billers. Electronic bills may not be available from all of your Billers. Electronic bills are provided as a convenience only, and you remain solely responsible for contacting your Billers directly if you do not receive their statements. In addition, if you elect to activate one of the Service’s electronic bill options, you also agree to the following:
This Agreement does not alter your liability or obligations that currently exist between you and your Billers.
H. Disclosure of Account Information to Third Parties
It is our general policy to treat your account information as confidential. However, we will disclose information to third parties about your account or the transactions you make in the following situations: (i) where it is necessary for completing transactions; (ii) where it is necessary for activating additional services; (iii) in order to verify the existence and condition of your account to a third party, such as a credit bureau or Biller; (iv) to a consumer reporting agency for research purposes only; (v) in order to comply with a governmental agency or court orders; or (vi) if you give us your written permission.
I. Service Fees and Additional Charges
You are responsible for paying all fees associated with your use of the Service. Applicable fees will be disclosed in the user interface for, or elsewhere within, the Service or in your Deposit Agreement and related fee schedule. Any applicable fees will be charged regardless of whether the Service was used, except for fees that are specifically use-based. Use-based fees for the Service will be charged against your checking account from which all Service fees will be automatically debited (“Billing Account”). There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize the Service to deduct the calculated amount from your designated Billing Account. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and Internet service fees that may be assessed by your telephone and Internet service provider.
J. Biller Limitation
The Service reserves the right to refuse to pay any Biller to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Biller designated by you.
K. Failed or Returned Payments
In using the Service, you understand that Billers and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, Biller’s forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Service will attempt to research and correct the returned payment and return it to your Biller, or void the payment and credit your Eligible Transaction Account. You may receive notification from the Service.
In using the Service, you are requesting that we attempt to make payments for you from your Eligible Transaction Account. If the Payment Instruction cannot be completed for any reason associated with your Eligible Transaction Account (for example, there are insufficient funds in your Eligible Transaction Account, or the Payment Instruction would exceed the credit or overdraft protection limit of your Eligible Transaction Account, to cover the payment), the Payment Instruction may or may not be completed. In certain circumstances, we may either advance funds drawn on their corporate account or via an electronic debit, and in such circumstances will attempt to debit the Eligible Transaction Account a second time to complete the Payment Instruction. In some instances, you will receive a return notice from us or our Service Provider. In each such case, you agree that:
We and our Service Provider are authorized to report the facts concerning the return to any credit reporting agency.
L. Information Authorization
You agree that the Service reserves the right to obtain financial information regarding your account from a Biller or your financial institution (for example, to resolve payment posting problems or for verification).
M. Bill Capture
The following Bill Capture terms and conditions in this Section only apply to Bill Capture (as defined below). If Bill Capture is not available to you within our mobile banking application, then this Section does not apply. Your use of our mobile banking application may include the ability to add bill payment payees by utilizing your mobile phone to take pictures of your paper bills (“Bill Capture”). Once you take the picture, Bill Capture extracts and prefills Biller information such as the name, address and account number of the Biller into our mobile banking app for use with the Service, or matches the bill to an existing Biller and prefills the amount due and due date. Bill Capture is subject to the following terms: (i) you shall use Bill Capture only for your own use in accordance with the terms of this Agreement; (ii) we do not guarantee that your mobile device will be compatible with Bill Capture; and (iii) you bear sole responsibility for confirming that the information captured by Bill Capture matches the information on the applicable bill pay stub, and in no event will we be liable for any results from your use of extracted data from Bill Capture with the Service, including, without limitation, any late fees for payments sent to an improper Biller or improper account.
N. Bill Discovery
The following Bill Discovery terms and conditions only apply to Bill Discovery (as defined below). If Bill Discovery is not available to you, then this Section does not apply. The bill discovery feature (“Bill Discovery”) enables the automatic searching, identification, and retrieval of information about your Billers and bills based on matching information about your identity. In order to enable Bill Discovery, you will need to authorize the Service to access and use information from your consumer report from a credit bureau and/or our Biller network in order for Bill Discovery to identify potential matches. By providing your consent within the Bill Discovery portion of the Service, you authorize the Service to access and use such information until you withdraw your consent. You may withdraw your consent within the Bill Discovery portion of the Service at any time. If Bill Discovery has identified Biller matches, the Service will allow you to add these Billers to your user profile.
O. Payment Methods
Certain Service payments may be processed using a prepaid, single-use virtual card. Single-use cards provide a fast and secure way for your payment to be delivered. Please note in the event your payment is processed using a virtual card, you will not recognize the payment method and/or card numbers on any payment confirmation communication you may receive from your Biller.
5. MOBILE CHECK DEPOSIT SERVICES
You may use the Service to deposit items to your account by creating an image of the item and transmitting that image to us for deposit (“MCD Services”). The term “item” means an original check, cashier’s check, official check, or U.S. Treasury check. For purposes of collection, items are deemed to be “items” under the Uniform Commercial Code and “checks” under The Expedited Funds Availability Act and Regulation CC.
A. Image Quality and Processing
You are responsible for the image quality of any image that you transmit to the Bank for deposit in your account. The term “image” means the electronic image of the front and back of an item, in addition to other required information, as specified by us, in the format we specify. Each image must include the front and back of the item, and the following information must be clearly readable: amount; payee name; drawer signature; date; check number; account number; routing and transit number; MICR (Magnetic Ink Character Recognition) line; and any endorsement or other information written on the check.
You authorize us to process any image that you send us or convert an image to a substitute check (as defined in the Check Clearing for the 21st Century Act (“Check 21”)) and then process such substitute check.
We may reject, without prior notice to you, any image that you transmit to us if the image does not satisfy our image quality standards.
We may establish limits on the dollar amount and/or number of items or deposits from time to time. If you attempt to initiate a deposit in excess of these limits, we may reject your deposit. If we permit you to make a deposit in excess of these limits, such deposit will still be subject to the terms of this Agreement, and we will not be obligated to allow such a deposit at other times.
C. Service Limitations
You agree that you will not use the MCD Services to deposit anything not meeting the definition of an item. If you use the MCD Services to transmit anything that is not an item, or any that we are not able to recognize as an item, we may reject it without prior notice to you. You agree to make those deposits through other channels that we offer, such as at a community office location, ATM, or by mail, if available. You further agree to use such other channels when the MCD Services are not available. You acknowledge that, in our sole discretion, we may limit or block the availability of the MCD Services in certain countries or for certain types of items.
When using the MCD Services, you may experience technical or other difficulties. The Bank does not assume liability for any technical or other difficulties that you may incur. We reserve the right to change, suspend, or revoke the MCD Services, immediately and at any time without prior notice to you.
D. Returned Items
You are solely responsible for any item for which you have been given provisional credit, and any such item that is returned or rejected may be charged to your account. You acknowledge that all credits received for deposits made through the MCD Services are provisional, subject to verification and final settlement. Any item that we return to you will be returned in the form of an image of a substitute check.
E. Processing Transmitted Items
You agree to endorse all items that you deposit via the MCD Services with your signature. You also agree to include the following words on the item: “For mobile deposit only at Sandy Spring Bank.”
You will not allow transmission of an image of an item that has already been transmitted through the MCD Services. If an image of an item has been transmitted to us or to any other bank, you will not allow the item to be subsequently presented by any other means. If any item is presented or deposited more than once, whether by image or by any other means, we may, at our discretion, reject it or return it and charge it against your account without prior notice to you.
You agree to retain each item in a safe and secure environment for one week from the date of deposit acknowledgement. Upon the Bank’s request, you will promptly provide the item to the Bank during the one-week retention period. At the end of this period, you agree to destroy the item in a secure manner.
If we return an item to you unpaid for any reason (for example, because payment was stopped or there were insufficient funds to pay it), you agree not to redeposit that item via the MCD Services.
If you send us images that are incomplete, that fail to satisfy our image quality requirements, or otherwise do not allow us to meet the requirements of Check 21 or any image exchange agreement that would cover our further electronic transmission of images that you send us, or we are otherwise unable to process images that you send us, we may charge the images back to your account. The Bank reserves the right to reject any item transmitted through MCD Services, at our discretion. The Bank is not liable for items it does not receive or for images that are not transmitted completely.
The collection of check images and/or substitute checks will be subject to the rules of check clearinghouses, Federal Reserve Banks, or private clearing bank agreements governing the manner by which the check images or substitute checks are collected and/or returned. You agree that a substitute check or an image described in this Agreement is, for all purposes under applicable federal and state check law, the same as the original check used to create the substitute check or image. You agree to be bound by any clearinghouse agreements, operating circulars, and image exchange agreements to which we are a party.
You agree that images transmitted using the MCD Services are not subject to the funds availability requirements of the Federal Reserve Board Regulation CC. However, a notice will be sent to you if a hold is placed on any deposited funds. If we receive and accept an image you transmit through the MCD Services before our cutoff time on a business day, we consider that day to be the day of your deposit. If we receive and accept an image you transmit through the MCD Services after the cutoff time on a business day, we will consider that deposit to be made on the next business day. For more information about cutoff times, please refer to our Deposit Agreement. We may change these cutoff times without notice to you.
The images you send us are not considered received by us until you receive a message from us acknowledging that we have received your deposit. However, the confirmation that we send you does not mean that the transmission was complete or error free.
F. MCD Services Fees
The Bank does not charge a fee for MCD Services to personal accounts. The Bank reserves the right to start charging for MCD Services at any time. If an item you transmit for deposit is dishonored, rejected, or otherwise returned unpaid, you agree that the Bank may charge back the amount of the return to the account the check was originally deposited to and you may be assessed a fee in the amount shown on the fee schedule for your account. If there are insufficient funds in your account to cover the amount of the returned check, your account will be overdrawn and you will be responsible for payment. You agree that the Bank may debit any account maintained by you in order to obtain payment of your obligations under this Agreement. You acknowledge that wireless providers may assess fees, limitations, or restrictions. You agree that you are solely responsible for all such fees, limitations, and restrictions, and that we may contact you via your wireless device for any purpose concerning your accounts at the Bank, including, but not limited to, account servicing and collection purposes.
G. Your Cooperation
You agree to cooperate with us in the investigation of transactions, including unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items in your possession and your records relating to items and transmissions.
Yodlee, Inc. (“Yodlee”) provides access to the FastLink platform (“FastLink”). These terms and conditions govern Yodlee’s access and processing of your personal information (“Data”) using Fastlink.
If Yodlee ceases to provide services to the Bank or if the relationship between you and the Bank is terminated, your access and ability to use Fastlink will be terminated as well. You may contact Yodlee at the following link to inquire what Data (if any) Yodlee retains after termination: https://www.yodlee.com/yodlee-privacy-access-request-portal.
By using FastLink, you authorize Yodlee to access and retrieve your Data from one or more third parties designated by you or by the Bank on your behalf (“Financial Institutions”). Certain Financial Institutions require you to enable Data access for third-party applications through a portal controlled by the Financial Institution. For those Financial Institutions, we will direct you to the Financial Institution’s portal from FastLink and you must enable access to all Data you would like Yodlee to retrieve. For other Financial Institutions, Yodlee will use information submitted by you through FastLink such as account usernames, passwords, answers to security questions, and multi-factor authentication codes (collectively, “Credentials”) to access and retrieve your Data from the Financial Institution.
For either of the foregoing purposes, you hereby grant Yodlee a limited power of attorney, and you hereby appoint Yodlee as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party sites (using your Credentials, when applicable), retrieve Data, provide your Data to the Bank, and use your Data, all as described herein, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN YODLEE IS ACCESSING AND RETRIEVING YOUR DATA FROM FINANCIAL INSTITUTIONS, YODLEE IS ACTING AS YOUR AGENT, AND NOT AS A SERVICE PROVIDER OR OTHERWISE ON BEHALF OF THE FINANCIAL INSTITUTION. You agree that Financial Institutions shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you.
By using FastLink to enable the transfer of any Data to or from any financial account, you represent, warrant, and agree that: (i) such transfers are permitted under applicable law; (ii) you are of legal age and have the authority to transfer that Data to or from the applicable financial account and to authorize the use and transmission of that Data in accordance with these terms ad conditions; and (iii) the Bank has provided to you reasonable access to the Bank’s privacy notice and has made disclosures to you regarding the use of your personal information by the Service, and that such disclosures are satisfactory and adequate for you to provide your informed consent regarding the same.
FastLink is not endorsed or sponsored by any Financial Institutions. You agree that Yodlee assumes no responsibility and shall incur no liability with respect to the acts, omissions, or determinations of any Financial Institutions. You acknowledge and agree that Yodlee may maintain your Data and Credentials on separate systems than those of Financial Institutions.
THIS LIMITATION OF LIABILITY APPLIES TO YOUR USAGE OF FASTLINK AND DOES NOT APPLY TO YOUR USAGE OF ANY OTHER SERVICE GOVERED BY THIS AGREEMENT. YOU AGREE THAT YODLEE, THE BANK, THE FINANCIAL INSTITUTIONS, EACH OF THEIR RESPECTIVE AFFILIATES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS OF ALL OF THE FOREGOING (COLLECTIVELY, “PROTECTED PARTIES”) WILL NOT BE LIABLE FOR ANY HARMS (WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE FASTLINK; (II) UNAUTHORIZED ACCESS TO, USE, OR ALTERATION OF YOUR DATA OR CREDENTIALS IN CONNECTION WITH THE USAGE OF FASTLINK; (III) ANY FRAUDULENT ACTIVITY IN CONNECTION WITH YOUR FINANCIAL ACCOUNTS ALLEGEDLY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF FASTLINK OR YODLEE’S RECEIPT OR USE OF YOUR CREDENTIALS OR ACCESS OR RETRIEVAL OF YOUR DATA; OR (IV) ANY OTHER MATTER RELATING TO FASTLINK. THE FOREGOING LIMITATION OF LIABILITY APPLIES EVEN IF THE PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH HARMS.
WITHOUT LIMITING THE ABOVE PARAGRAPH, THE PROTECTED PARTIES’ LIABILITY TO YOU ARISING OUT OF OR RELATED TO FASTLINK OR YODLEE’S RECEIPT OR USE OF YOUR CREDENTIALS OR PROCESSING OF YOUR DATA WILL NOT IN ANY EVENT EXCEED $1,000.00, EXCEPT TO THE EXTENT SET FORTH BELOW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
SUBJECT TO THESE TERMS AND CONDITIONS AND EXCEPT IN CASES IN WHICH WE HAVE HIDDEN DEFECTS IN BAD FAITH OR DEFECTS HAVE RENDERED USE OF FASTLINK IMPOSSIBLE, YODLEE PROVIDES THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. WE DON’T GUARANTEE THE ACCURACY OR TIMELINESS OF FASTLINK. YOU ACKNOWLEDGE AND AGREE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS AREN’T FAULT-FREE AND THAT OCCASIONAL PERIODS OF DOWNTIME OCCUR. YODLEE CAN’T GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. YODLEE AND ITS AFFILIATES, PARTNERS, DISTRIBUTORS AND SERVICE PROVIDERS GIVE NO CONTRACTUAL GUARANTEES OR CONDITIONS. YOU HAVE ALL WARRANTIES GRANTED BY LAW, BUT WE GRANT NO OTHER WARRANTIES.
YODLEE EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTIES TO BE DISCLAIMED. ACCORDINGLY, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU IN ALL RESPECTS.
You may not assign these terms and conditions to any other party, by operation of law or otherwise. With the Bank’s prior written consent, Yodlee may assign these terms and conditions to any affiliated company or to any entity that succeeds to all or substantially all of its business or assets related to FastLink. Yodlee may also assign or delegate certain of its rights and responsibilities under these terms and conditions to independent contractors or other third parties, subject to the Bank’s prior written consent.
Yodlee shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Yodlee. No delay or omission on the part of Yodlee in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
7. ERROR RESOLUTION PROCEDURES FOR CONSUMER ACCOUNTS
A. In Case of Errors or Questions About Your Electronic Transactions
Send us a secure online mail message or call us at 800.399.5919.
You may also write us at:
Sandy Spring Bank
Client Service Center
17801 George Avenue
Olney, Maryland 20832
Contact us immediately if you think:
We must hear from you no later than 60 days after we have sent the FIRST statement on which the problem or error appeared (or 90 days if the problem or error relates to a transfer from an account maintained at another financial institution).
If you tell us verbally, we may require you to send us your complaint or question in writing or via email within ten (10) business days (Digital Banking customers may use secure online mail). When you contact us, please provide the following information:
We will determine whether an error occurred within 10 business days after we hear from you, and we will promptly correct any error we have made. If we need more time, however, we may take up to 45 days to investigate your complaint or question. In this case, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing, and we do not receive your letter in 10 business days, we reserve the right not to provisionally credit your account. For errors involving new accounts, we may take up to 90 days to investigate your complaint or question and up to 20 business days to provisionally credit your account.
We will tell you the results within 3 business days after we complete our investigation. If we conclude there was no error, we will send you a written explanation. You may request copies of the documents that we used in our investigation.
B. Liability for Digital Banking Transactions
Tell us at once if you believe your Digital Banking password has been compromised or if someone has transferred or may transfer money from your account without your permission. The best way to minimize your loss is to call us immediately. The unauthorized use of your Digital Banking services could cause you to lose all of your money in your accounts. Please refer to your Deposit Agreement and related documentation for more information regarding your liability for unauthorized transactions.
If you give your username and password and grant authority to make transfers to a person who exceeds the authority given, you are responsible for all transactions that person performs unless you notify us that the transfers by that person are no longer authorized. Transactions that you or someone acting with you initiates with fraudulent intent are also authorized transactions.
8. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION
A. Disclaimer of Warranties
THE SITE AND SERVICE AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
B. Limitation of Liability
THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE SERVICE AND THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE SERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS INTERNET DISRUPTION OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED IN SECTIONS 28 AND 29 OF THE GENERAL TERMS ABOVE WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You acknowledge and agree that you are personally responsible for your conduct while using the Services, and except as otherwise provided in this Agreement, you agree to indemnify, defend and hold harmless us, our Service Providers, including our or their owners, directors, officers, agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorney’s fees, resulting from or arising out of your use, misuse, errors, or inability to use the Services, or any violation by you of the terms of this Agreement or your breach of any representation or warranty contained in this Agreement.
You release us and our affiliates and Service Providers and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you or one or more other users of the site or the applicable Service. In addition, if applicable to you, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.
We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. 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 or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
The provisions of Sections 8 shall survive termination of this Agreement.
9. ADDITIONAL PROVISIONS ONLY APPLICABLE TO BUSINESS ACCOUNTS
This section contains additional terms for business accounts (e.g., accounts that are established primarily for purposes other than personal, family or household use or any account held by entities, not natural persons).
A. Protecting Your Account
You shall be solely responsible for the development and implementation of all commercially reasonable procedures to control access to your computer systems and to protect any data files stored thereon. You shall be solely responsible for all appropriate and commercially reasonable, physical, logical, and network security systems and devices to protect the security of data files maintained on computer(s) used to access the Services, as well as the protection against unauthorized access to business computers, and/or networks used to access the Services. You shall be solely responsible for any and all losses and damages arising from any authorized or unauthorized access to the Services. The Bank and its Service Providers shall have no obligation, liability or control, either directly or indirectly, concerning a business account holder’s selection of security systems or devices for the protection of any data files or computers used to access the Services or over a business account holder’s development or implementation of security procedures or the failure of a business account holder to maintain said procedures.
B. Commercially Reasonable Security Procedures of the Service
You acknowledge and agree that the Services include security measures which are commercially reasonable. You agree to be bound by our security procedures and instructions, which may be periodically updated. You agree to review and implement all security procedures available in connection with the Services, including procedures to protect the confidentiality of your username and password. You agree to notify the Bank in the event that your use of the Services would necessitate or be better served by a level of security that exceeds that offered by the Services. If you fail to notify the Bank, you acknowledge and agree that the security aspects of the Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized use.
C. Liability for Unauthorized Transfers
You must notify us of errors, discrepancies, or possible unauthorized payments as soon as possible upon learning of the discrepancy. If you fail to notify us within sixty (60) days after receiving notice of an unauthorized or erroneous internal/external transfer or bill payment, the Bank will not owe you any interest on the amount in question, even if we are otherwise liable in connection with the transaction. The Bank and its Service Providers shall have no liability for any unauthorized payment or an internal/external transfer made using your login credentials that occurs before you have notified us of any possible unauthorized use and we have had a reasonable opportunity to act upon that notice. If you fail to notify us of any discrepancy within one (1) year, you shall be precluded from asserting any such discrepancy against us.
D. Limitation of Liability
The Bank and its Service Providers will be deemed to have exercised all due care and to have acted reasonably if we act in accordance with the terms of this Agreement and will be liable for loss sustained by a business account holder only to the extent such loss is caused by our misconduct. The Bank and its Service Providers will have no liability for any loss or damage:
Notwithstanding any other provision in this Agreement, we have no liability for failing to complete a transaction to or from an account in time or in the correct amount. In other cases, if we fail or delay in making a transaction pursuant to your instructions, or if we make a transaction in an amount which is less than the amount in your instructions, then (unless otherwise required by law), our liability shall be limited to interest on the amount which we fail to timely pay or transfer, calculated from the date on which the transaction was to be made until the date it was actually made or you notify us of the problem, whichever occurs first, but in no event to exceed thirty (30) days interest. We may pay such interest either to you or the intended recipient of the transaction, but in no event shall we be liable to both parties, and our payment to either party shall fully discharge any obligation to the other. If we make a transaction in an amount which exceeds the amount in your instructions, or if we permit an unauthorized transaction after we have had a reasonable time to act on notice from you of possible unauthorized use, then (unless otherwise required by law) our liability shall be limited to a refund of the amount erroneously paid or transferred, plus interest on that amount from the date of the transaction to the date of the refund, but in no event to exceed thirty (30) days interest. If we become liable to you for interest under this Agreement or applicable law, such interest shall be calculated based on the lowest interest rate we are then paying on our deposit accounts. In no event shall we be liable for interest compensation unless we are notified of a discrepancy within thirty (30) days from the date of the first periodic statement reflecting the discrepancy. Unless otherwise required by law, in no event will we be liable to any business account holder and/or authorized user for special, indirect, or consequential damages, including, without limitation, lost profits or attorneys’ fees, even if we are advised in advance of the possibility of such damages. You agree to reimburse us and indemnify us for any loss or expense we incur and for any claim made against us in providing these Services, including any reasonable legal fees we have in this regard.
You and your authorized users agree to defend, indemnify, and hold harmless the Bank and its Service Providers against and in respect to any and all loss, liability, expense and damage, including consequential, special and punitive damages, directly or indirectly resulting from (i) the processing of any request received by the Bank through the Services; (ii) any breach of the provisions of this Agreement; (iii) any request for stop payment; (iv) any dispute between you and/or one of your authorized users and any third party in connection with the use of the Services; and (v) any and all actions, suits, proceeding, claims, demands, judgments, costs and expenses (including attorney’s fees) incident to the foregoing. The provisions of this Section shall survive the termination of this Agreement.
10. OTHER TERMS AND CONDITIONS
A. Service Charges
Except as otherwise provided in this Agreement or your applicable account agreements and schedule of fees, there is no service charge for accessing your linked accounts with the Services.
In addition to the fees already described in this Agreement, you should note that depending on how you access the Services, you might incur charges for:
B. Service Hours
The Services are available 365 days a year and 24 hours a day, except during system maintenance and upgrades. When this occurs, a message will be displayed when you sign on to Digital Banking. Our Client Service Center is available Monday through Friday from 8:00 a.m. to 7:00 p.m., and Saturday from 8:00 a.m. to 1:00 p.m. local time, excluding bank holidays, and may be reached through the contact numbers contained in the applicable sections of this Agreement. You may also write us at:
Sandy Spring Bank
Client Service Center
17801 Georgia Avenue
Olney, Maryland 20832
C. Business Days
For the Services, our business days are Monday through Friday, excluding bank holidays.
D. Changes to Agreement
We may add, delete, or change the terms of this Agreement at any time. We will inform you of changes when legally required and will try to inform you of the nature of any material changes even when not legally required to do so. We may communicate changes by either mail, email, or a notice on our website and will make the updated terms available on our website. You agree that by continuing to use the Services after the date that changes are posted to our website, such changes will be effective for transactions made after that date, whether or not you access the website or otherwise receive actual notice of the changes. If you do not agree with a change, you may discontinue using the Services.
The Services remain in effect until they are terminated by you or the Bank.
You may terminate your use of these Services by giving us three (3) business days advanced notice, by secure email, a written request submitted by mail or at a community office, or by calling our Client Service Center at (800) 399-5919. Your termination of one or more of these Services will act as a termination for any joint owners on your account(s). Any payment instructions the Service has already processed before the requested cancellation date will be completed by the Service. All scheduled payments including future and recurring payments and/or internal transfers will not be processed once the Service is cancelled. You will remain responsible for any fees associated with the Service prior to the effective cancellation date.
If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement or have otherwise breached your obligations under this Agreement, we may terminate, suspend, or limit your access to or use of the site or the Services; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate this Agreement, access to the site and/or use of the Service for any reason or no reason and at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
We will try to notify you in advance, but we are not obliged to do so. Access to our Services may be canceled in whole or part without prior notice due to insufficient funds in one of your accounts or other circumstances that may create an unanticipated liability to us.
If your account(s) are closed or restricted for any reason, or if there has not been any Digital Banking activity for a period of twelve (12) consecutive months, Digital Banking accessibility, or access to a specific Service, may be automatically terminated. After termination or suspension of a Service, we may consider reinstatement once sufficient funds are available in your accounts to cover any fees and other pending transfers or debits. In order to request reinstatement of the Service, you must call our Client Service Center at 800.399.5919.
You acknowledge and agree that the Bank has no obligation to monitor your use of the Services for transactions and activity that are impermissible or prohibited under the terms of this Agreement; provided, however, that Bank reserves the right to decline to execute any transaction or activity that Bank believes violates the terms of this Agreement.
The remedies contained in this section are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise.
F. Disclosure of Account Information
We may disclose information about your accounts to consumer reporting agencies and to other persons or agencies who, in our judgment, have a legitimate purpose for obtaining information, as more fully described in the account agreement for the applicable account.
As always, we will only use personally identifiable information if needed and in accordance with our Privacy Notice. We make security and the protection of your information a top priority. For more information and to access our Consumer Privacy Notice, go to our Web site at https://www.sandyspringbank.com/about-us/legal-information, which is incorporated into and made a part of this Agreement by this reference.
If you receive information about another person through the Services, you agree to keep the information confidential and only use it in connection with the Services.
G. Consent to Provide Electronic Communications
As part of Digital Banking enrollment, you consented to the Electronic Communications Disclosure (“eCommunications Disclosure”) which allows us to provide you with account-related communications electronically. Pursuant to this consent, we will deliver these communications electronically by either posting the communication to your Digital Banking secure mailbox or to our website, sending it to your email address or by other electronic means. You are responsible for providing us with a valid email address to accept delivery of electronic communications and you must notify us of any changes or updates to your email address. You agree that once we email or post the communications within our website, we have delivered the Communications to you in a form that you can retain. You have the option to view, save, or print PDF versions of your account documents from the Website via desktop, tablet or mobile device.
Security and statement notifications are not optional and will be sent via email. You may also elect to receive such notifications, as well as account and transaction alerts, via SMS and/or in-app messaging. Should you elect to receive notifications and alerts via SMS, your carrier’s standard messaging rates will apply. You may opt out of SMS delivery through your digital banking settings.
H. Text Messages, Calls and/or Emails to You
By providing us with a telephone number (including a wireless/cellular, mobile telephone number and/or email address), you consent to receiving calls from us and our Service Providers at that number INCLUDING THOSE MADE BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM (“ATDS”), and/or emails from us for our everyday business purposes (including identity verification). You acknowledge and agree that such telephone calls include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an ATDS from us or our affiliates and agents. Please review our Privacy Notice for more information.
I. Address, Email, Phone Number, or Payment Account Changes
When you enroll in the Service, we may send you a “Welcome” email. We will also send you emails and/or secure messages through the Service regarding important Digital Banking matters, and/or changes to this Agreement. You must maintain your current email address with us in order for us to deliver this information to you. In order to access the service, we may need to deliver a one-time use security code to your email or mobile number, to be entered on your device or computer.
It is your sole responsibility to ensure that your contact information is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made either within the Digital Banking system through My Profile under the Self Service menu, or through Profile under the More menu on a mobile device, or by contacting our Client Service Center at 800.399.5919 during business hours.
Any changes in your accounts should also be made in accordance with the procedures outlined above.
J. Receipts and Transaction History
You may view your transaction history by logging into the Services and looking at your transaction history. You agree to review your transactions by this method instead of receiving receipts by mail.
K. Notices to You
You agree that we may provide notice to you by posting it on the site, sending you an in-product message within the Services, emailing it to an email address that you have provided us, mailing it to any postal address that you have provided us, or by sending it as a text message to any mobile phone number that you have provided us, including but not limited to the mobile phone number that you have listed in your Services setup or customer profile.
L. Intellectual Property
All other marks and logos related to the Services are either trademarks or registered trademarks of us or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress or those of our licensors. You may not copy, imitate, or use any of the above without our prior written consent, which we may withhold in our sole discretion, and you may not use them in a manner that is disparaging to us or the Services or display them in any manner that implies our sponsorship or endorsement. All right, title and interest in and to the Services, the portion of the site through which the Services are offered, the technology related to the site and Services, and any and all technology and any content created or derived from any of the foregoing, is our exclusive property or that of our licensors. Moreover, any suggestions, ideas, notes, drawings, concepts, or other information you may send to us through or regarding the site or Services shall be considered an uncompensated contribution of intellectual property to us and our licensors, shall also be deemed our and our licensors’ exclusive intellectual property, and shall not be subject to any obligation of confidentiality on our part. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us and our licensors a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so-called “moral rights” in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.
M. Service Providers
We are offering you the Services through one or more Service Providers that we have engaged to render some or all of the Services to you on our behalf. However, notwithstanding that we have engaged such a Service Provider to render some or all of the Services to you, we are the sole party liable to you for any payments or transfers conducted using the Services and we are solely responsible to you and any third party to the extent any liability attaches in connection with the Services. You agree that we have the right under this Agreement to delegate to Service Providers all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that this Agreement provides to us.
December 12, 2023.