Chain Bridge Bank, N.A.
Effective August 11, 2026.
TABLE OF CONTENTS
ARTICLE 1: YOUR AGREEMENT AND DEFINITIONS
Section 1.1 Defined Terms
Certain capitalized terms used in this Online Banking Agreement (the “OBA”) are defined below.
(a) “Account” and “Account(s)” mean only those deposit accounts, loan accounts, or credit accounts with the Bank that are designated by the Bank as eligible for access through the Online Banking Platforms. THE BANK, IN ITS SOLE DISCRETION, DETERMINES WHICH ACCOUNTS ARE ELIGIBLE, AND ELIGIBILITY MAY BE REVOKED AT ANY TIME WITHOUT NOTICE.
(b) “ACH” or “Automated Clearing House” means the electronic network for financial transactions in the United States, governed by the NACHA Operating Rules.
(c) “Administrator” means the person or persons (including an entity acting through its authorized personnel) designated in an appropriate business or entity authorization resolution, an account administration or administrator authorization agreement, or any other authorization form or Specialized Service Agreement accepted by the Bank, as authorized to manage the Services on behalf of a Business Customer. The Bank may treat any authorized officer or signer of the Business Customer as an Administrator, whether or not the Business Customer has designated an Administrator. This authority includes, without limitation, designating additional Authorized Users, assigning online banking access levels, revoking Authorized User access, and communicating with the Bank regarding the Account through the Online Banking Platforms. ANY ACTION OR INSTRUCTION OF AN ADMINISTRATOR IS FULLY BINDING ON THE BUSINESS CUSTOMER, AND THE BANK MAY RELY ON SUCH ACTIONS WITHOUT VERIFICATION. THE BUSINESS CUSTOMER ASSUMES ALL RISK OF LOSS ARISING FROM AN ADMINISTRATOR’S ACTIONS OR OMISSIONS.
(d) “Alerts” means the online banking service that delivers notifications to you regarding specified Account activity via telephone, email, text message, or another delivery method.
(e) “Authorized User” means a person designated by the Administrator, through the Administrator function of an Online Banking Platform or through other appropriate documentation accepted by the Bank, as authorized to access designated Accounts using our Online Banking Platforms. Authorized Users may view Account information, initiate certain transactions, and communicate with us regarding the Account. ANY PERSON DESIGNATED AS AN AUTHORIZED USER WILL BE TREATED AS FULLY AUTHORIZED TO ACT ON BEHALF OF THE ACCOUNT OWNER, AND THE BANK HAS NO DUTY TO MONITOR OR LIMIT THEIR AUTHORITY. THE ACCOUNT OWNER BEARS ALL RISK OF LOSS ARISING FROM AN AUTHORIZED USER’S ACTIONS OR OMISSIONS.
(f) “Bank” means Chain Bridge Bank, N.A.
(g) “Personal Banking Platform” means the online banking platform the Bank makes available from time to time for personal (consumer) banking services, under whatever brand the Bank or its technology providers use.
(h) “Business Banking Platform” means the online banking platform the Bank makes available from time to time for standard business banking services, under whatever brand the Bank or its technology providers use.
(i) “Banking Day” means any day on which the Bank is open to conduct substantially all of its banking operations, excluding Saturdays, Sundays, and federal bank holidays.
(j) “Bill Pay” means the online and mobile bill payment service made available to you through the Bank’s website and/or Mobile Banking application, which is provided by a third-party service provider under agreement with us, and which allows you to schedule, initiate, and manage Bill Payments from your designated Bill Payment Account to Billers you have added to your Bill Pay profile. Your use of Bill Pay is subject to this Agreement, any separate terms and conditions presented by the third-party service provider at enrollment or otherwise made available to you, and any applicable Biller-specific terms.
(k) “Bill Payment” means a payment initiated through the Bill Pay service that enables you to pay or transfer funds to designated Billers in accordance with your instructions submitted via a computer or Mobile Device.
(l) “Bill Payment Account” means the Account you have designated on your Bill Pay profile for us to debit in connection with payments made through the Bill Pay service.
(m) “Biller” means the person or business entity to which you direct a Bill Payment, or from whom you receive electronic bills, as applicable.
(n) “Billing Account” means your account with your Biller.
(o) “Business Customer” means any entity or individual, including a sole proprietor or sole proprietorship, using an Account for business, commercial, or organization purposes. Business Customers include non-profit entities, political organizations, and other enterprises that maintain accounts with the Bank for purposes other than personal, family, or household use.
(p) “Check” means an original check as defined in Regulation CC. REFERENCES TO “CHECK” ALSO INCLUDE SUBSTITUTE CHECKS AND IMAGE REPLACEMENT DOCUMENTS WHERE APPLICABLE UNDER THE CHECK CLEARING FOR THE 21ST CENTURY ACT (“CHECK 21”), REGULATION CC, AND THE UCC.
(q) “Consumer Customer” means a natural person using an Account primarily for personal, family, or household purposes.
(r) “Customer” or “Customers” means Consumer Customers and Business Customers, individually or collectively as the context requires. For funds transfers governed by UCC Article 4A, including as incorporated by Federal Reserve Regulation J, “Customer” includes each person that is the Bank’s customer under UCC § 4A-105(a)(3).
(s) “Electronic Payment” means any payment or transfer initiated electronically, including but not limited to ACH transactions, wire transfers, bill payments, Zelle® payments, FedNow® payments, RTP® payments, and FI-to-FI Transfers. The term describes the method of payment only. Whether a particular Electronic Payment is an “electronic fund transfer” covered by the Electronic Fund Transfer Act and Regulation E is determined by those laws alone. Wire transfers, for example, are Electronic Payments but are excluded from Regulation E coverage (12 C.F.R. § 1005.3(c)(3)).
(t) “Item” has the meaning set forth in Articles 3 and 4 of the UCC and Regulation CC, and includes, without limitation, checks, money orders, cashier’s checks, official checks, U.S. Treasury checks, and other payment instruments drawn on or payable through a U.S. financial institution in U.S. dollars.
(u) “IRD” or “Image Replacement Document” means either (a) a substitute check as defined in Regulation CC; or (b) a paper reproduction created when an Item cannot be converted into an electronic transaction.
(v) “Mobile Application” or “Mobile App” means a mobile application available for download through the Apple App Store, Google Play, or another recognized mobile application marketplace. The Personal Banking Platform, the Business Banking Platform, and the Treasury Management Platform are currently accessible via Mobile Apps, and other Online Banking Platforms may also be made available through Mobile Apps in the future.
(w) “Mobile Banking” means the Bank’s service that allows you to access Online Banking Platforms and related Services using a Mobile Device, whether through a Mobile App, a Progressive Web App (“PWA”), or any other mobile interface the Bank or its technology providers may make available now or in the future.
(x) “Mobile Device” means a mobile phone, tablet, or personal digital assistant (“PDA”) that has text messaging capability and/or is web-enabled.
(y) “Mobile Deposit Service” or “Mobile Deposit” means the Bank’s service, offered as part of Mobile Banking, that allows you to make deposits to your Account by transmitting an electronic image of a Check using your Mobile Device.
(z) “NACHA” means the National Automated Clearing House Association, which administers the ACH Network and develops Operating Rules for ACH transactions.
(aa) “Online Banking Platforms” means, collectively, the Personal Banking Platform, the Business Banking Platform, and the Treasury Management Platform, and such other online banking platforms as the Bank may designate from time to time. The Bank identifies its current platform brands on its website. A change in a platform’s brand, vendor, or underlying technology does not require amendment of this OBA. Separate Bank portals governed by their own agreements, including any business credit card portal, remote deposit capture portal, and trust or custody reporting portal, are not Online Banking Platforms unless the Bank expressly designates them as such. A single sign-in may provide access to more than one Online Banking Platform or to both personal and business profiles. Your classification as a Consumer Customer or a Business Customer depends on the Account and its use, not on the platform, sign-in, or profile through which the Account is accessed.
(bb) “Payment Instruction” means the information provided by you to us to initiate a Bill Payment to a Biller (including, but not limited to, the Biller’s name, Biller account number, and Scheduled Payment Date).
(cc) “Payment Order” has the meaning set forth in UCC § 4A-103(a)(1), namely an instruction of a sender to a receiving bank to pay, or to cause another bank to pay, a fixed or determinable amount of money to a beneficiary.
(dd) “Payor” means a consumer or business that issues payments to you by means of Items.
(ee) “Positive Pay” means the Bank’s fraud detection service that allows customers to provide the Bank with information about checks they have issued and to establish criteria for incoming ACH entries, so that the Bank can identify and flag potentially fraudulent or unauthorized items for the Customer’s review before they are paid or posted.
(ff) “Progressive Web App” or “PWA” means a mobile-optimized web application that can be installed on a Mobile Device by saving a shortcut to the home screen and that provides app-like functionality without requiring download from an application marketplace. The Treasury Management Platform is currently accessible both via a PWA and via a Mobile App, but the Bank or its technology providers may also make it accessible via additional delivery methods in the future.
(gg) “Recurring Payment” means a payment of a fixed amount designated by you to a designated Biller, scheduled to be made at regular intervals.
(hh) “Remote Deposit Capture” or “RDC” means the Bank’s service that allows business customers to capture images of checks at their place of business and transmit them electronically to the Bank for deposit.
(ii) “Scheduled Payment” means a payment that has been scheduled through the Bill Pay service but has not yet begun processing.
(jj) “Scheduled Payment Date” means the date for your Biller to receive the payment and the date on which your Bill Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Banking Day, in which case the debit will occur on the previous Banking Day.
(kk) “Security Credentials” means the authentication information the Bank uses to verify your identity when accessing your Accounts and Services. Security Credentials may include, but are not limited to, account numbers, PINs, card numbers, user IDs, passwords, security tokens, challenge questions and answers, biometric identifiers (such as fingerprint or facial recognition), mobile authenticator apps, and hardware security keys (including YubiKeys or other FIDO2-compliant devices), and, where the Bank expressly permits them, one-time codes delivered by SMS text message or voice call. Security Credentials may be assigned by the Bank or selected by you, may take digital, physical, or biometric form, and may be updated or expanded from time to time as new authentication methods are implemented. IF YOU DISCLOSE YOUR SECURITY CREDENTIALS TO ANY PERSON OR THIRD-PARTY SERVICE (INCLUDING DATA AGGREGATORS OR FINTECH APPLICATIONS), WHETHER VOLUNTARILY OR IN RESPONSE TO A REQUEST FROM A PERSON CLAIMING TO REPRESENT THE BANK OR ANOTHER TRUSTED PARTY, SUCH PERSON OR SERVICE WILL BE DEEMED YOUR AUTHORIZED AGENT, AND YOU BEAR ALL RISK OF RESULTING TRANSACTIONS. FOR CONSUMER CUSTOMERS, NOTHING IN THIS PARAGRAPH WAIVES, LIMITS, OR MODIFIES ANY NON-WAIVABLE RIGHT OR PROTECTION UNDER THE ELECTRONIC FUND TRANSFER ACT AND REGULATION E.
(ll) “Service(s)” means the online banking products and services made available to you through the Bank’s Online Banking Platforms.
(mm) “Specialized Service Agreements” means, collectively, any agreement, addendum, schedule, authorization, or application you sign or otherwise accept for a specific banking service you select or that the Bank makes available through the Online Banking Platforms, including, but not limited to, services such as wire transfers, ACH origination, image cash letter, remote deposit capture, positive pay, lockbox, debit cards, and credit cards. The term includes the Zelle Terms defined in Section 5.1, which you accept within the Online Banking Platforms rather than sign. The term does not apply to terms that a third party provides as the contracting party, such as the Jack Henry Terms; those are referred to in this OBA as “Third-Party Terms.” SPECIALIZED SERVICE AGREEMENTS ALWAYS CONTROL OVER THIS AGREEMENT WITH RESPECT TO THE SERVICES THEY GOVERN. IN THE EVENT OF A CONFLICT BETWEEN ANY SPECIALIZED SERVICE AGREEMENT AND YOUR ACCOUNT AGREEMENT, THE SPECIALIZED SERVICE AGREEMENT CONTROLS.
(nn) “Text Messaging” means the communication feature available as part of Mobile Banking that enables you to send and receive Account-related messages using your Mobile Device.
(oo) “Treasury Management Platform” means the online banking platform the Bank makes available from time to time for advanced commercial and business banking services, under whatever brand the Bank or its technology providers use.
(pp) “UCC” means the Uniform Commercial Code.
(qq) “We,” “us,” “our,” or “Bank” means Chain Bridge Bank, N.A., the financial institution that establishes your Account and provides Online Banking Services, including any affiliate, agent, independent contractor, or assignee the Bank may engage, in its sole discretion, to support the delivery of the Online Banking Platforms and Services.
(rr) “You,” “your,” or “yours” means an individual or business entity that owns an Account or otherwise has a legal or beneficial interest in the Account (including, without limitation, a grantor, trustee, or other fiduciary) or any Administrator, Authorized User, or other individual granted access to use the Online Banking Platforms on behalf of the Account owner.
TERMS AND CONDITIONS
Section 1.2 Your Agreement
Chain Bridge Bank, N.A. (the “Bank,” “we,” or “us”) provides customers with digital access to banking services through the following third-party vendor platforms (collectively, the “Online Banking Platforms”):
the personal banking platform (the “Personal Banking Platform”);
the business banking platform (the “Business Banking Platform”); and
the treasury management platform (the “Treasury Management Platform”).
These Online Banking Platforms offer a variety of content, products, and services, though each has its own intended audience, use, and functionality within our Consumer and Business Customers base. Consumer Customers primarily use the Personal Banking Platform for personal banking services, while Business Customers may access the Business Banking Platform for standard business banking functions and/or the Treasury Management Platform for advanced commercial banking services. Where the Bank permits, a Consumer Customer may also be granted access to the Business Banking Platform or the Treasury Management Platform (for example, a Consumer Customer who originates wire transfers). In all cases, your classification as a Consumer Customer or Business Customer, and the consumer protections that apply to you, follow the Account and its use, not the platform, sign-in, or profile through which the Account is accessed.
By signing this OBA (electronically or on paper), by indicating your acceptance electronically, or by enrolling in online banking with us and accessing and using (or permitting any other person(s) or entity(ies) to access and use) the Online Banking Platforms, you accept and agree to be bound by the terms and conditions of the following Governing Agreements:
This Chain Bridge Bank, N.A. Online Banking Agreement (the “OBA”);
(ii)The Chain Bridge Bank, N.A. E-Sign Disclosure and Consent (the “E-Sign Consent”);
(iii)The agreements and disclosures governing your Account(s) with the Bank, including, without limitation, for deposit Accounts, the Bank’s Terms and Conditions of Your Account, your account signature card, the Bank’s Funds Availability Disclosure, and the Bank’s Service Charge Schedule, and, for Consumer Customer Accounts, the Bank’s Truth in Savings account disclosures and Electronic Fund Transfers Disclosure, each as amended from time to time and whether provided separately or compiled in the Bank’s applicable account information disclosure booklet (individually, an “Account Agreement”; collectively, “Account Agreements”);
(iv)All applicable Specialized Service Agreements; and
(v)The Terms of Use or User Agreements that a third party, as the contracting party, provides for the Online Banking Platforms or for a third-party service (collectively and generally, the “Third-Party Terms”).
For the avoidance of doubt, the Bank is NOT a party to or liable to you for any of the Third-Party Terms. As a condition of accessing the Online Banking Platforms, you accept Terms of Use or User Agreements provided by Jack Henry & Associates, Inc. (“Jack Henry”; the terms or agreements, the “Jack Henry Terms”). For purposes of this OBA, “Jack Henry” includes any successor or replacement technology provider the Bank designates, and “Jack Henry Terms” includes the corresponding terms of use or user agreements of that provider. Jack Henry is currently the Bank’s core processor and third-party technology provider for the Online Banking Platforms, and the Jack Henry Terms are directly and entirely between you and Jack Henry. In the event of a conflict or inconsistency between the Jack Henry Terms and this OBA, the Jack Henry Terms govern only your technical use of the Online Banking Platforms as software. This OBA exclusively governs your rights and obligations with the Bank, including without limitation all financial transactions, regulatory matters, and account-level terms. The Bank shall not be liable to you for interruptions, errors, delays, data use, or failures in Jack Henry’s systems.
In the event of a direct conflict among the terms of the Governing Agreements, and unless expressly stated otherwise in the applicable Specialized Service Agreement or Third-Party Terms, the following order of precedence controls: (i) the applicable Specialized Service Agreement or Third-Party Terms, for the service it governs; (ii) this OBA; (iii) your Account Agreement(s); and (iv) our other fee schedules and regulatory disclosures. For funds transfers initiated through the Online Banking Platforms, the applicable Specialized Service Agreement and this OBA control over any funds-transfer terms of your Account Agreement (including any funds-transfer article of the Terms and Conditions of Your Account), and those Account Agreement terms apply only to matters that the Specialized Service Agreement and this OBA do not address. For consent to electronic records and signatures and the electronic delivery of Communications, the E-Sign Consent governs, and any direct conflict on those subjects is resolved as the E-Sign Consent provides.
In addition to the terms and conditions set forth in this OBA, you agree to comply with all applicable federal and state laws as well as the rules and regulations of the Federal Reserve Board and, as applicable, the NACHA Operating Rules. This OBA constitutes the entire understanding and agreement between you and the Bank regarding your use of our Online Banking Platforms and Services. By signing this OBA, or by enrolling in, accessing, and using online banking with us, you acknowledge that you have read, understand, and agree to this OBA and the E-Sign Consent, which the Bank reserves the right to modify, revise, or amend from time to time, with or without notice to you, except where advance notice is required by applicable law. If you do not agree to the OBA, please do not use our Online Banking Platforms and Services. Your continued use of the Online Banking Platforms and Services after a modification, revision, or amendment becomes effective constitutes your acceptance of, and agreement to be bound by, the modified terms. If you do not agree to a modification, your sole remedy is to stop using the Online Banking Platforms and Services and to terminate under Article 16. Nothing in this OBA waives, limits, or modifies any right or protection that applicable law grants a Consumer Customer and does not permit to be waived, including rights under the Electronic Fund Transfer Act and Regulation E. From the effective date the Bank states when it adopts or reissues this OBA, this OBA governs all access to and use of the Online Banking Platforms and Services, including payments and transfers scheduled before that effective date, and the agreement or agreements this OBA replaces govern activity before that date. Where a Specialized Service Agreement or an Article 5 service requires longer advance notice for a change, that longer period controls.
NOTE: Our wire transfer services are governed by a separate Specialized Service Agreement for wire transfers and related security procedure documentation, which you must sign separately. Notwithstanding any provision in this OBA, all payment orders (as defined in UCC Article 4A) initiated by you through the Online Banking Platforms are exclusively governed by that Specialized Service Agreement. In the event of any conflict or inconsistency between this OBA and that Specialized Service Agreement, the Specialized Service Agreement controls in all respects regarding payment orders.
Section 1.3 Activation
By activating the Online Banking Platforms, you represent and warrant that you have the legal capacity and authority, under applicable law, to enter into this OBA and to access the Account(s) through the Online Banking Platforms.
At our sole discretion, we may allow you to request a Service by enrolling through our Online Banking Platforms, via verified email communication, or in person at our branch location. Your enrollment in any Service shall constitute your authorization for us to provide such Service in accordance with the terms of this OBA, including any additional terms and conditions specifically applicable to that Service as provided to you.
NOTE: Your activation of and engagement with our Online Banking Platforms and Services indicate that you have reviewed, understood, consented to receive electronic records, and accepted your obligations under our E-Sign Consent. Among other terms and conditions, the E-Sign Consent addresses: (i) the equipment, hardware, and software required for you to access and retain your electronic banking records; (ii) your right to withdraw consent and how to do so; (iii) how to update your contact information for the digital and/or online aspects of your Account(s); and (iv) instructions for obtaining paper copies of your banking records.
ARTICLE 2: ACCESS
The Bank’s Online Banking Platforms are generally available twenty-four (24) hours a day, seven (7) days a week; however, the Bank does not represent, warrant, or guarantee continuous, uninterrupted, or error-free availability. Access may be limited, delayed, or unavailable at any time for reasons including, but not limited to, high transaction volume, system maintenance, upgrades, failures of third-party networks or service providers, cybersecurity events (including denial-of-service attacks, credential stuffing, or other malicious activity), or circumstances beyond the Bank’s reasonable control. The Bank shall have no liability for inaccessibility or access delays or limitations that arise from the unavailability, downtime, or failures of Jack Henry’s systems, networks, or software. Further, the Bank expressly disclaims liability for any interruption, error, security compromise, or unauthorized transaction associated with your decision to use and access our Online Banking Platforms or Services through unsecured or public networks, including public Wi-Fi, which you do entirely at your own risk.
The Bank reserves the right, in its sole discretion, to limit functionality, throttle traffic, impose transaction or session limits, or otherwise condition access to the Online Banking Platforms or Services. The Bank may also modify, suspend, or terminate your access, in whole or in part, immediately and without prior notice, at any time and for any reason, including but not limited to security concerns, compliance obligations, or risk management considerations; we may take any or all of the aforementioned actions without liability to you. You acknowledge and agree that the Bank shall have no duty to provide substitute access channels, to process any pending transactions during periods of suspension, or to re-execute transactions affected by unavailability.
No refund, credit, or abatement of fees will be provided for any period of limited availability, suspension, or termination, and all fees remain payable notwithstanding such unavailability.
Customers expressly assume all risk of loss, delay, error, or damage arising out of or relating to delayed, limited, or unavailable access to the Online Banking Platforms or Services. The Bank shall not be liable for consequential, incidental, special, punitive, indirect, or exemplary damages (including lost profits, lost business, or reputational harm) resulting from or related to such unavailability, even if the Bank has been advised of the possibility of such damages. For the avoidance of doubt, you agree that any dispute or claim concerning Jack Henry’s platform technology, software, or availability shall be pursued solely against Jack Henry under its agreements with you, and not against the Bank.
ARTICLE 3: ONLINE ACCOUNTS
Upon enrollment in our Online Banking Platforms, you will be granted online access to those Accounts that, according to our internal records, are associated with the Social Security Number or Tax Identification Number you provided at the time of your enrollment. The Bank, in its sole and absolute discretion, shall determine, without obligation, which Accounts are eligible for online access and may condition, restrict, limit, delay, or deny access to any Account or Service at any time, with or without notice and without liability.
The Bank makes no representation, warranty, or guarantee that all Accounts associated with your identifiers will be available, accessible, or eligible for online access, and the Bank shall have no liability whatsoever for any delay, restriction, denial, error, or termination of such access. Not all Services are available for all Accounts or to all customers through our Online Banking Platforms.
If you open an additional Account after enrollment, or if you are subsequently designated as an authorized signer on an existing Account, you may request access to such Account through the applicable Online Banking Platform. The Bank shall only provide such access if, when, and to the extent approvable, subject to system capabilities, eligibility criteria, security requirements, and the Bank’s sole discretion. The Bank has no obligation to provide access merely because you are an owner or authorized signer of an Account.
You acknowledge and agree that: (i) online access to your Account(s) is a revocable privilege granted at the Bank’s discretion, not a vested right; (ii) the Bank may suspend, revoke, or terminate online access to any or all Accounts at any time, with or without cause or notice, and without liability; (iii) Account balances, transaction history, alerts, notifications, and other information made available through the Online Banking Platforms are provided solely as a convenience, are subject to delays, errors, or omissions, and shall never be considered the official record of your Account; and (iv) the Bank has no duty to monitor, review, or detect errors, omissions, or unauthorized activity through Online Banking, and any such responsibility rests solely with you.
The Bank expressly disclaims liability for any limitation, delay, unavailability, inaccuracy, error, interruption, or termination of online Account access, whether caused by your systems and/or telecommunications providers, third-party service providers (including Jack Henry), or otherwise. Further, the Bank shall not be liable for any consequential, incidental, indirect, punitive, or special damages (including lost profits, lost business, or reputational harm) arising out of or relating to such matters, even if advised of the possibility of such damages.
ARTICLE 4: AUTHENTICATION, SECURITY PROCEDURES, ADMINISTRATORS, AND AUTHORIZED USERS
Section 4.1 In General
To access our Online Banking Platforms and Services, Customers must use authentication methods supported by the Bank’s digital platforms (e.g., FIDO2-compliant hardware security keys, passkeys, authenticator apps, hardware tokens, biometrics, or, if expressly permitted, SMS text/voice call one-time codes) (all of which are “Security Credentials,” as defined in the Definitions). The Bank identifies the authentication methods it currently permits through the Online Banking Platforms and/or its website and may add, remove, or change the permitted methods at any time in its sole discretion. The Bank may permit, require, or prohibit different authentication methods for different functions, including sign-in, payment initiation or authorization, and administrative functions, and the methods permitted at sign-in may differ from the methods permitted or required for payments. The Bank may require a Bank-approved security token or another specified method for some or all payments, Customers, Accounts, Services, or amounts, and may discontinue any authentication method, including one-time codes delivered by SMS text message or voice call, at any time and in its sole discretion, with or without notice except where applicable law requires notice. You solely are responsible for maintaining the confidentiality and security of your Security Credentials and for all activity and transactions conducted, or information received, using such Security Credentials, to the fullest extent permitted by applicable law. You agree to implement and maintain commercially reasonable measures to prevent unauthorized access to your Account(s) and the Online Banking Platforms, including but not limited to safeguarding Security Credentials, restricting access to Administrators and/or Authorized Users, using updated security software, and immediately notifying the Bank of any suspected compromise. Failure to do so shall constitute negligence attributable solely to you.
Device-Based Controls: The Bank may employ device-based security controls on the Online Banking Platforms. The Bank may recognize the devices used to access the Online Banking Platforms and Services, may block or limit actions the Bank treats as high-risk when they are attempted from a device the Bank does not recognize, until you verify the device with the Bank through a method the Bank specifies, and may add, remove, or change any device-based control at any time in its sole discretion, with or without notice except where applicable law requires notice. Any device-based control is for the Bank’s protection only. It does not become part of the agreed Security Procedure for payment orders unless the applicable signed funds transfer agreement or Specialized Service Agreement states it, and the Bank’s application of a device-based control on one or more occasions creates no obligation to apply it on any other. You shall notify the Bank promptly if a device used to access the Online Banking Platforms is lost, stolen, or compromised, and you shall promptly remove or deauthorize that device through the device management functions the Online Banking Platforms provide or by contacting the Bank.
Safeguarding Covenant: Except for a disclosure that Section 4.2 (Third-Party Aggregators) or Section 4.5 (AI Agents and Agentic AI) contemplates, which is at your sole risk as those Sections provide, you shall safeguard, and shall not disclose to any person, any Security Credential or any element of any security procedure, whether used for sign-in, for payment initiation or authorization, or for any other function, including any password, PIN, one-time code, security token output, or other authentication information, and including disclosure to any person claiming to be Bank personnel. The Bank does not request your Security Credentials, one-time passcodes, or other authentication information by telephone, text message, or electronic mail. You shall notify the Bank immediately of any known or suspected compromise or unauthorized disclosure of your Security Credentials. A failure to perform this paragraph is a material breach of this OBA. For payment orders governed by UCC Article 4A, this paragraph does not vary any right or obligation under UCC §§ 4A-202 and 4A-203, and the allocation of loss for payment orders remains governed by Section 18.2 and the applicable Specialized Service Agreement and its security procedure documentation. For Consumer Customers, nothing in this paragraph waives, limits, or modifies any non-waivable right or protection under the EFTA and Regulation E, including the limits on liability for unauthorized electronic fund transfers.
If you disclose your Security Credentials to any third party, including for example persons or individuals, account or data aggregators, personal financial management tools, or financial technology (“FinTech”) applications, OR if you instruct us to issue Security Credentials or otherwise permit any third party to access or use the Online Banking Platforms, you assume sole and exclusive responsibility and risk for any activity, payment order, or transaction conducted on your Accounts and any access to, use, and/or sharing of your personal or Account information by such third party. This includes, without limitation, unauthorized access, misuse of your Security Credentials, misuse of other data, or fraudulent activity of any kind, and any resulting loss or damage, including any loss of funds in your Accounts or any line of credit connected to your Accounts. The Bank shall have no liability whatsoever for any transaction, cause of action, unauthorized activity, data compromise, or loss (of funds or otherwise) resulting from disclosure, compromise, or use of your Security Credentials by or with any third party, even if such activity was not intended or approved by you.
For the avoidance of doubt, the Bank will treat any instruction received from your Account using your Security Credentials, including when entered by Third-Party Aggregators, as authorized and valid if the Bank accepts it in good faith and in compliance with the applicable Security Procedure, regardless of your internal authorization, intent, or approval. The Bank shall have no responsibility or liability for any loss arising out of the use, compromise, or misuse of Security Credentials, except to the limited extent applicable to and required for Consumer Customers under the Electronic Fund Transfer Act (“EFTA”) and Regulation E (“Reg. E”). Indeed, nothing in this OBA shall be construed to waive, limit, or modify a Consumer Customer’s non-waivable rights under the EFTA and Reg. E with respect to covered electronic fund transfers.
NOTE: Caller ID information, email addresses, or text headers may be falsified (“spoofed”), and criminals, scammers, and/or bad actors may impersonate Bank officers, employees, or agents. Please be advised that the Bank does not request Security Credentials, one-time passcodes, or authentication codes by unsolicited telephone call, text, email, or other messaging. If you place a call to us at a telephone number published on the Bank’s website at chainbridgebank.com, we may ask you to confirm identifying information. Treat any request for a one-time passcode or an authentication code as a warning sign of fraud, and do not provide it: the Bank does not need a one-time passcode or authentication code to verify your identity. If you are ever contacted by anyone asking for your Security Credentials, whom you do not know, you should refuse and immediately contact us directly at a telephone number you have independently verified, such as the number on the Bank’s website or on the back of your credit or debit card; not a number provided by the caller. You may be the target of attempted identity theft or a phishing attempt.
Section 4.2 Third-Party Aggregators
Except as expressly provided in this OBA, the Bank has no obligation to permit any third-party data or account aggregator, FinTech provider or application, screen-scraping service, or other non-Bank application or service (collectively, “Third-Party Aggregators”) to access your Account(s) and/or use the Online Banking Platforms and Services. The Bank, in its sole discretion, may block, restrict, condition, or terminate any such access at any time, with or without notice, and without liability. Further, the Bank may, without notice and without liability, disable online access, place holds, block transactions, require credential reset, or otherwise limit functionality whenever the Bank reasonably suspects credential compromise, account takeover, or other potential harm or risk related to Third-Party Aggregator access.
The Bank strongly discourages you from disclosing, delegating, or otherwise making available your Security Credentials to Third-Party Aggregators, and we expressly advise that such sharing exposes you to significant security, privacy, and fraud risks. By entering into this OBA, you agree that if you share your Security Credentials with a Third-Party Aggregator: (i) you do so entirely at your own risk; (ii) the Bank will treat any instruction, transaction, or payment order received from your Account using your Security Credentials as authorized and valid if the Bank accepts it in good faith and in compliance with the applicable Security Procedure, whether or not you actually intended, authorized, or approved it; and (iii) the Bank disclaims any and all liability for any losses or damages to you arising directly from your sharing your Security Credentials with a Third-Party Aggregator or someone claiming to be one.
NOTE: Except where expressly designated as a Bank “Approved Integration,” Third-Party Aggregators are NOT agents, contractors, service providers, or representatives of the Bank. The Bank does NOT sponsor, endorse, supervise, or assume responsibility or liability for any Third-Party Aggregator and/or its services, products, content, or security practices.
Approved Integrations: The Bank may, in its sole discretion, approve integrations with certain third-party accounting or financial management software (e.g., QuickBooks®). Such integrations are provided solely for your convenience, may be limited in functionality, and are subject to suspension, modification, or discontinuation by the Bank at any time without notice and without liability. Approved integrations generally allow only the download of transaction and balance data into the third-party software. Transfer, bill payment, or other transactional features are not supported through such integrations, unless the Bank expressly makes them available. The Bank makes no representation, warranty, or guarantee regarding the accuracy, timeliness, completeness, security, or availability of information as displayed in any such third-party software. Your rights and obligations with respect to such third-party software are governed solely by your agreements with the software provider, and not by the Bank. You acknowledge and agree that any limitation, interruption, error, or failure in such third-party software does not impose any obligation or liability on the Bank.
DISCLAIMERS: THE BANK HAS NO DUTY TO (I) MONITOR, REVIEW, SUPERVISE, THROTTLE, OR BLOCK ANY THIRD-PARTY AGGREGATOR TRAFFIC OR CREDENTIAL-BASED ACCESS AND/OR (II) DETECT OR PREVENT SCRAPING, REPEATED LOG-INS, OR ANOMALOUS ACCOUNT ACCESS PATTERNS BY THIRD-PARTY AGGREGATORS. YOU ALONE ARE RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS, DISCLOSURE, INTERCEPTION, FRAUD, ERROR, DELAY, OR DATA COMPROMISE THAT RESULTS FROM YOUR ENGAGEMENT WITH A THIRD-PARTY AGGREGATOR.THE BANK IS NOT RESPONSIBLE OR LIABLE FOR THE ACTS, OMISSIONS, OR PERFORMANCE OF ANY THIRD-PARTY AGGREGATOR, NOR ARE WE RESPONSIBLE OR LIABLE FOR THE ACCURACY, RELIABILITY, OR PERFORMANCE OF THE INFORMATION OBTAINED, TRANSMITTED, OR DISPLAYED BY A THIRD-PARTY AGGREGATOR. FURTHER, EXCEPT AS OTHERWISE REQUIRED BY LAW, THE BANK SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS, DAMAGE, CLAIM, LIABILITY, COST, OR EXPENSE OF ANY KIND ARISING OUT OF YOUR USE OF A THIRD-PARTY AGGREGATOR, WHETHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA).
Indemnification by Customer: You agree to indemnify, defend, and hold harmless the Bank, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and regulatory assessments) arising from or related to: (i) your decision to share Security Credential with or authorize Account access and use to a Third-Party Aggregator; or (ii) any act, omission, negligence, misconduct, breach of duty, violation of law or regulation (federal or state), or other failure by your authorized Third-Party Aggregator.
Fees: The Bank expressly reserves the right, in its sole discretion, to impose fees, assessments, or other charges on any Third-Party Aggregator or on any Customer who authorizes connections with such Third-Party Aggregators, as a condition of access to the Bank’s systems, data, platforms, and/or Services. The Bank may establish, modify, or terminate such fees at any time, with or without prior notice, to reflect costs of access, technology investments, compliance, regulatory obligations, cybersecurity measures, risk management, or other business considerations. No Third-Party Aggregator or Customer shall have any right, entitlement, or expectation of continued access to the Bank’s systems, data, or Services absent full compliance with applicable fee requirements as determined by the Bank.
Section 4.3 Specialized Services
The Bank may, but is not required to, implement additional authentication or verification procedures for certain types of transactions, including but not limited to wire transfers, ACH transactions (including Same-Day ACH), Zelle payments, FedNow payments, RTP payments, Bill Pay transactions, FI-to-FI Transfers, and Mobile Deposits. Where applicable, the Bank has documented such additional security measures in the appropriate Specialized Service Agreement. The Bank may conclusively rely on the results of such procedures as evidence of the authenticity of the related instruction or transaction. Any additional verification the Bank elects to perform is for the Bank’s protection only. It does not become part of the agreed Security Procedure unless the applicable Specialized Service Agreement states it, and the Bank’s performance of it on one or more occasions creates no obligation to perform it on any other.
The authentication methods described in Section 4.1 of this OBA control general access to the Bank’s Online Banking Platforms and Services. Standing alone, they are not the Security Procedure defined in UCC § 4A-201 (or required under the NACHA Operating Rules) for payment orders, and a Customer’s use of log-in credentials, by itself, does not establish authorization of a payment order. You acknowledge that Online Banking login credentials are insufficient by themselves to verify the authenticity of payment orders under UCC § 4A-202. The Security Procedure for a payment order governed by a signed funds transfer agreement is stated exclusively in that agreement and its security procedure documentation. Where that documentation so states, the Security Procedure for those payment orders includes the credential verification and payment-level authentication the Online Banking Platforms perform on each payment order, together with the other verification steps that documentation specifies. Section 18.2 governs funds transfers you initiate through the Online Banking Platforms that are not governed by such an agreement.
Section 4.4 For Business Customers
This Section applies only to Business Customers that authorize other parties or individuals to access and use our Online Banking Platforms and Services. To the extent provisions of this Section 4.4 conflict with other provisions of this OBA, the provisions of this Section govern.
NOTE: The Electronic Fund Transfer Act (“EFTA”) and Regulation E (“Reg. E”) do NOT apply to or cover Business Accounts and transactions. As a Business Customer, you thus will not receive the consumer error resolution rights, liability limitations, or other protections provided to Consumer Customers under those federal laws and regulations.
Instead, Business Customers’ rights and obligations are governed by the following statutes, rules, and regulations:
(a) The Uniform Commercial Code (“UCC”), including Articles 3, 4, and 4A;
(b) The NACHA Operating Rules for ACH origination;
(c) Federal Reserve Regulation J for Fedwire transfers; and
(d) Regulation CC and applicable check law for check deposits.
To the maximum extent permitted by law, you acknowledge and agree that: (i) your designation of any Administrator or Authorized User is made at your sole risk and expense; and (ii) the Bank shall have no duty, obligation, or responsibility to monitor, supervise, review, or verify the identity, qualifications, internal authority, or ongoing suitability of such individual. Further, you assume all risk of loss or harm from any transaction, instruction, or payment order initiated on your Account(s) by anyone using your or your designated Administrator’s or Authorized User’s Security Credentials that is accepted by the Bank in good faith and compliance with the applicable Security Procedure, even if such actions were not actually approved or authorized by you. You must review your Account activity and report any unauthorized, erroneous, and/or suspicious transactions to the Bank immediately upon discovery. The time limits for asserting claims are those stated in your Account Agreement and the applicable Specialized Service Agreement.
You may authorize designated parties or individuals to access and use our Online Banking Platforms and Services in accordance with the terms set forth herein. Access to our Online Banking Platforms by the Administrator and/or any Authorized User (each as described below) shall remain in effect until you provide us with written notice of any changes to such authorizations and we have had a commercially reasonable period of time to process and implement such changes. A designation, change, or revocation made through the Administrator function of an Online Banking Platform is a written notice from you that is effective when recorded in the Platform. Any other written notice is effective after the Bank has had a commercially reasonable period of time to act on it. The Bank may, in its sole discretion and without liability, deny, suspend, restrict, or terminate the access privileges of any Administrator or Authorized User at any time, with or without prior notice, and you expressly waive any claim against the Bank for doing so. You acknowledge and agree that online access is a revocable privilege granted by the Bank and may be withdrawn at any time, without liability, regardless of whether such withdrawal affects your internal operations. You remain solely responsible for revoking or modifying access when an Administrator or Authorized User’s relationship with you changes, and the Bank shall be entitled to conclusively rely on all existing authorizations until you have revoked them explicitly and in writing.
Account access through our Online Banking Platforms is separate and distinct from the existing authorized signature arrangements established for your Accounts. As a result, when you instruct us to issue Security Credentials to an Administrator or Authorized User for your Account(s), you authorize that party or individual to access one or more Accounts through our Online Banking Platforms, regardless of whether such party or individual is otherwise authorized to access those Accounts under your existing signature arrangements. You agree that the Bank may conclusively rely on the Administrator’s or Authorized User’s use of Security Credentials issued to them by us as valid and binding on you, without further inquiry or verification, and you assume all liability arising from such reliance. The Bank shall not be required to investigate, confirm, or question whether any use of Security Credentials was authorized internally by you. For avoidance of doubt, any use of Security Credentials by an Administrator or Authorized User will be treated as fully authorized by you, even if such use exceeds the authority you intended to grant internally.
You further acknowledge and agree that Administrators and Authorized Users assume all risk of accessing the Online Banking Platforms through unsecured or public networks, including public Wi-Fi, which may expose Security Credentials and your Account(s) to compromise. The Bank expressly disclaims liability for any unauthorized access, data compromise, or fraudulent transaction resulting from such use. Any disclosure of Security Credentials, one-time passcodes, or authentication codes by an Administrator or Authorized User shall be deemed your authorization for that person to act on your behalf, and the Bank shall have no responsibility or liability for any resulting transaction, instruction, or action accepted in good faith and in compliance with the applicable Security Procedure.
You ratify and confirm the actions of the Administrator and any Authorized User taken through our Online Banking Platforms within the scope of the authority you have granted, or reasonably appearing to the Bank to have been granted, to that person. If the Administrator or an Authorized User takes an action outside the scope of the authority you have actually granted, you must repudiate the action by written notice to the Bank promptly after you know of it. An action you know of and do not promptly repudiate is ratified. Repudiation does not affect any action the Bank took, or any transaction the Bank processed, in good faith reliance before the Bank received your notice and had a reasonable opportunity to act on it. You are solely and exclusively responsible for the administration, monitoring, oversight, and control of all Administrators and Authorized Users, and you agree to indemnify, defend, and hold the Bank harmless from any and all claims, losses, liabilities, costs, or damages (including attorneys’ fees, expert fees, and regulatory penalties or assessments) arising from or relating to their designation, acts, or omissions. This indemnification obligation expressly includes, without limitation, any claim or loss arising from: (i) an Administrator or Authorized User’s disclosure or misuse of Security Credentials; (ii) any unauthorized instruction or transaction initiated using valid Security Credentials; or (iii) any compromise, spoofing, or impersonation attack, including those caused or facilitated by an Administrator or Authorized User’s use of public or unsecured networks.
For Sole Proprietors: If you are a sole proprietor, you must enroll in the Business Banking Platform in order to authorize additional parties or individuals to access your Account(s) through our Online Banking Platforms or Services. All such additional users must be separately enrolled, authenticated, and approved by the Bank in accordance with the Bank’s security procedures and requirements for Business Customers. The Bank will NOT accept a power of attorney, information authorization, or any other non-Bank form of designation for granting online access. You assume full responsibility and risk for all actions taken by such additional users once enrolled, and the Bank disclaims all responsibility and liability therefrom. The Bank shall have no duty to police or limit access granted by you.
For Businesses Other Than Sole Proprietors: If you are a Business Customer that is not a sole proprietor, you may authorize parties or individuals to access your Account(s) through our Online Banking Platforms and Services, only if: (i) you execute business resolutions or other documentation, in a form and substance acceptable to the Bank in its sole discretion, to permit access to your Account by an Administrator and/or Authorized User; and (ii) you otherwise meet all eligibility, enrollment, and security requirements established by the Bank. The Bank reserves the right to approve, reject, or revoke the designation of an Administrator and/or Authorized User at any time without liability.
Section 4.5 AI Agents and Agentic AI
This Section 4.5 applies if you use, permit, or enable any software or service that takes autonomous, semi-autonomous, or automated action on your behalf to access, use, or interact with the Online Banking Platforms or Services, whether described as an “AI agent,” “agentic AI,” or similar (an “AI Agent”), including by providing an AI Agent with your Security Credentials or by connecting an AI Agent through any API or integration the Bank makes available.
The use of an AI Agent is governed by your agreement with the third party that provides it, not by the Bank. THE BANK DOES NOT PROVIDE, CONTROL, ENDORSE, AUDIT, OR ASSUME ANY RESPONSIBILITY FOR HOW AN AI AGENT OPERATES, including its accuracy, security practices, or data handling. If you permit an AI Agent to access your Account(s), the Online Banking Platforms, or the Services, you acknowledge and agree that: (i) the Bank will treat any instruction or transaction initiated by the AI Agent as your own instruction, evidence of your authorization, and binding on you, whether or not the AI Agent’s action was within the scope you intended to authorize; (ii) the Bank has no obligation to investigate, verify, or screen the AI Agent’s instructions or authority; (iii) you are solely responsible for monitoring the AI Agent’s activity and for promptly revoking its access if it exceeds its intended scope or you no longer wish to use it; and (iv) you assume all risk of loss arising from the AI Agent’s errors, unintended actions, or exceeding the authority you gave it, including losses resulting from the AI Agent’s compromise by a third party.
The Bank may, in its sole discretion and without notice, restrict, suspend, or block access to the Online Banking Platforms or Services by any AI Agent, including for security, compliance, or risk management reasons, without liability to you.
For Consumer Customers, nothing in this Section 4.5 waives, limits, or modifies any non-waivable right or protection under the Electronic Fund Transfer Act and Regulation E.
ARTICLE 5: ONLINE BANKING SERVICES
Section 5.1 Core Services
This OBA applies to all Services you obtain and engage with using our Online Banking Platforms. Access to Services is a conditional and revocable privilege granted at the Bank’s discretion, not a vested right. The Bank makes no representation or warranty that any particular Service will be available at all times, and all Services are subject to eligibility, enrollment, and approval and are provided at the Bank’s sole discretion. The Bank may add, suspend, modify, or terminate any Service at any time, with or without prior notice and without liability to you, except as expressly required by applicable law. The Bank disclaims liability for any error, failure, or unavailability caused by Jack Henry or other third-party technology providers.
Upon enrollment, you may receive access to the following Services, subject to the terms herein and any applicable Specialized Service Agreement(s) and/or Third-Party Terms:
Account Access: Our Online Banking Platforms allow you to view your Account information, including balances, statements, and transactional history; perform self-service Account maintenance; change Security Credentials; communicate with us via secure messaging; and perform other Account-related activities.
Alerts: Through our Online Banking Platforms, you may activate optional Alerts about your Account(s). To use the Alerts service, you must provide a valid phone number, email address, or other delivery location so that we may send you certain information about your Account(s). Alerts are provided for your convenience only and do not replace Account statements. Your enrollment in Alerts does not relieve you of your obligation to regularly monitor your Account and promptly review your statements for errors or unauthorized activity. By enrolling in and using the Alerts service, you acknowledge your understanding and agree that: (i) Alerts may include your personal or confidential information, such as your name, Account number, and/or Account activity or status; (ii) your receipt of each Alert may be delayed or impacted by factors not within our control, such as how often you check your Alerts or the connection or availability of your Internet, wireless, cellular, or other communication service provider(s); and (iii) the Bank is not liable to you for (a) losses or damages arising from any non-delivery, delayed delivery, or misdirected delivery of Alerts, (b) inaccurate information or content in Alerts, or (c) any actions taken or not taken due to an Alert. The Bank does not charge a fee for the Alert service, but you are responsible for any and all charges imposed by your communication service provider(s) for such Alerts. You may deactivate the Alerts service at any time through our Online Banking Platforms.
Debit Card Management: Debit cards issued through our card processing system may allow you, via the Online Banking Platforms and/or the Mobile App, to suspend, freeze, report lost or stolen, or otherwise manage certain functionalities of your card (collectively, “Card Controls”). Card Controls are provided for your convenience and control and may include features such as turning your debit card off/on, setting spending limits, blocking transaction types or merchant categories, receiving alerts, or controlling international or digital wallet usage. These features may not be available for all cards, all customers, or on all devices; eligibility and availability are subject to the Bank’s discretion and system capabilities, and may vary based on your Mobile Device, carrier, or the status of your debit card. You acknowledge and agree that: (i) use of these Card Controls does not guarantee prevention of unauthorized transactions; and (ii) the Bank disclaims liability for losses resulting from (a) delay, failure, or misuse of these controls, or (b) transactions occurring prior to suspension or freeze of the debit card or occurring outside the scope of controls or due to actions outside your control (including but not limited to fraud, spoofing, device compromise, or malicious third-party activity). Adding your debit card to a digital wallet (for example, Apple Pay® or Google Pay™) is governed by the wallet provider’s terms and the Bank’s applicable digital wallet disclosure, which are Third-Party Terms and separate disclosures, not by this OBA.
Zelle: Through the Personal Banking Platform and the Mobile App, Consumer Customers can enroll in the Zelle Payments Service (the “Zelle Payments Service”) to send, receive, and request payments electronically. To enable the Zelle Payments Service on your Account(s), you must accept the Chain Bridge Bank, N.A. Terms of Use for Zelle (the “Zelle Terms”) presented within the Online Banking Platforms. The Zelle Terms are an agreement between you and the Bank. They incorporate the requirements of the Zelle Network®, operated by Early Warning Services, LLC, and they are a Specialized Service Agreement under this OBA. The version of the Zelle Terms presented within the Online Banking Platforms, as amended from time to time by posting within the Platforms, is the operative version and controls over any copy published elsewhere. In the event of a conflict between this OBA and the Zelle Terms, the Zelle Terms control your use of the Zelle Payments Service.
For Consumer Customers, payments and transfers using the Zelle Payments Service are Electronic Fund Transfers (“EFTs”) as defined in and protected by the EFTA and Reg. E, not wire transfers or ACH payments subject to other Specialized Service Agreements. A Zelle payment you authorize is final when sent, cannot be canceled once the recipient is enrolled, and carries no purchase protection, except as the Zelle Terms or applicable law provide, including reimbursement for certain qualifying imposter scams as stated in the Zelle Terms. Send money only to people you know and trust. Nothing in this paragraph waives, limits, or modifies your non-waivable rights under the EFTA and Reg. E. You agree not to use the Zelle Payments Service for any unlawful purpose, including unlawful internet gambling (as defined under the Unlawful Internet Gambling Enforcement Act and Regulation GG). Transaction and dollar limits for the Zelle Payments Service are established in the Zelle Terms and may change from time to time.
For Business Customers, the Bank offers the Zelle Payments Service, including the Zelle Network’s small business service, only through the Business Banking Platform. The Zelle Payments Service is not available through the Treasury Management Platform. The Bank may, in its sole discretion, enable, condition, limit, suspend, or terminate the availability of the service for any Customer or Account type, or change the platforms through which it is available, at any time and without amending this OBA, and availability may be announced within the Online Banking Platforms or on the Bank’s website. Your enrollment in or use of the service is your acceptance of the Zelle Terms the Bank presents for it, and no further agreement, enrollment form, or signature is required. Business Customer payments through the Zelle Payments Service are not covered by the EFTA and Reg. E. They are funds transfers governed by Section 18.2 of this OBA, the applicable Zelle Terms, and, to the extent applicable, UCC Article 4A.
Instant Payment Services (FedNow and RTP): “Instant Payment Services” means payment services offered through the FedNow Service operated by the Federal Reserve Banks, the RTP network operated by The Clearing House Payments Company L.L.C., and any similar instant or real-time payment network the Bank designates from time to time (each, an “Instant Payment Network”). The Bank currently participates in the FedNow Service and the RTP network as a receive-only participant. Eligible Accounts may receive instant payments, and no Customer may send them. Instant Payment Networks operate every day, including weekends and federal holidays. Incoming instant payment credits post in real time upon settlement and are final and irrevocable when settled. Other payment types continue to be processed on Banking Days.
The Bank may, in its sole discretion, enable, condition, limit, suspend, or terminate the ability to send instant payments through any Instant Payment Network, for any Customer or Account type, at any time and without amending this OBA. The Bank may announce availability through the Online Banking Platforms or on its website. The following terms are effective now. They govern every instant payment you send if and when the Bank enables sending for you. Your submission of an instant payment order is your acceptance of these terms, and no further agreement, enrollment form, or signature is required.
(a) Governing rules. Instant payments sent through the FedNow Service are governed by Subpart C of Federal Reserve Regulation J (12 C.F.R. §§ 210.40 to 210.47), which incorporates UCC Article 4A, and by Federal Reserve Operating Circular 8 and the FedNow Service operating procedures it incorporates. Instant payments sent through the RTP network are governed by the RTP System Rules and Operating Rules of The Clearing House and, to the extent applicable, UCC Article 4A. You agree to comply with the applicable Instant Payment Network’s rules and with applicable law, including the sanctions programs administered by the Office of Foreign Assets Control.
(b) Payment orders and the Security Procedure. Each instant payment you send is a payment order. Unless a signed funds transfer agreement governs it, the Security Procedure described in Section 18.1, together with any dual authorization you elect, is the agreed Security Procedure for it, and Section 18.2 governs it for Business Customers.
(c) Finality. An instant payment order cannot be canceled, amended, or recalled after the Bank or the Instant Payment Network accepts it, and settled payments are final and irrevocable. The Bank has no obligation to attempt to recover funds after settlement. Any recovery attempt the Bank elects to make is without liability and creates no obligation to attempt recovery on any other occasion.
(d) Payment details. You are solely responsible for the accuracy of the beneficiary, account number, and routing information you provide. The Bank and each Instant Payment Network may rely exclusively on the account and routing numbers you provide, even if they identify a person different from the named beneficiary (UCC § 4A-207). A payment sent to the account number you provided is a payment completed according to your instructions.
(e) Limits and declines. The Bank may establish, change, or remove dollar, frequency, and aggregate limits for instant payments at any time, with or without notice. The Bank may decline, delay, or hold any instant payment order for security, compliance, sanctions-screening, or risk management reasons, without liability. The Bank is not liable when network participation, a receiving institution’s availability, or a network limit prevents or delays a payment.
(f) Requests for payment. A request for payment delivered to you through an Instant Payment Network is information only. The Bank has no duty to screen, verify, or authenticate it. Any instant payment you send in response is your payment order and is subject to this provision. Treat an unexpected request for payment as a potential fraud attempt.
(g) Consumer and Business Customers. For Consumer Customers, an instant payment you send is an electronic fund transfer subject to the EFTA and Reg. E, and nothing in this provision waives, limits, or modifies your non-waivable rights under those laws. For Business Customers, instant payments are not covered by the EFTA and Reg. E, and UCC Article 4A, the applicable Instant Payment Network rules, and Article 11 and Sections 18.1, 18.2, and 18.4 of this OBA govern them. For all instant payments, incoming and outgoing, the Bank disclaims liability for delays, errors, misrouting, network unavailability, and unauthorized transactions to the extent permitted by law.
(h) Incoming instant payments. The Bank may reject, hold, or return any incoming instant payment for security, compliance, sanctions-screening, or risk management reasons, without liability. If an incoming instant payment is credited to your Account in error or is misdirected, or if the Bank receives a request for return of funds under the applicable Instant Payment Network’s rules, the Bank may respond to the request and, where the credit resulted from an error of the Bank or of the Instant Payment Network, may debit the credited amount from your Account without prior notice. You agree to cooperate with the Bank concerning any incoming payment credited to your Account that you were not entitled to receive and to return those funds promptly. The Bank’s systems or an Instant Payment Network may be unavailable from time to time, and the Bank is not liable when unavailability delays the posting of an incoming payment.
Image Cash Letter (“ICL”) Services: Enrolling in ICL Services through our Online Banking Platforms will enable you to transmit check images for deposit into your Account(s). Your use of ICL Services is governed by the Specialized Service Agreement for image cash letter services, which you must sign separately and which controls over this OBA for those services. If you enroll in and use ICL Services through our Online Banking Platforms, you acknowledge and agree that: (i) you bear all risk of duplicate presentment, fraud, transmission errors, or ineligible items; and (ii) you will indemnify the Bank against claims, demands, litigation, and/or other legal proceedings arising from your breach of any or all ICL warranties.
Section 5.2 Bill Pay
This Section 5.2 governs the use of the Bank’s online banking Bill Pay service (“Bill Pay”), through which enrolled Customers authorize us to remit funds from their designated Bill Payment Account(s) to specifically selected billers or payees. Customers can enroll in Bill Pay through any of our Online Banking Platforms and, using it, can set up personalized bill payment plans on an automatic, recurring, or periodic basis.
By enrolling in and using Bill Pay, you acknowledge that you have read and agree to the terms in this Section, as may be amended from time to time, and you authorize the Bank and its third-party service providers to debit your Bill Payment Account and remit funds to your designated payee by any method the Bank deems appropriate, including without limitation paper check, ACH, or other electronic transfer.
Third-Party Service Providers: You acknowledge that the Bank may use third-party service providers to support Bill Pay. These third-party service providers may (i) host the Bill Pay system on their servers or cloud platforms; (ii) process and settle payments; and (iii) handle the secure transmission of data and messages needed to complete your transactions. You authorize the Bank to share your information with these third-party service providers as needed for us to provide Bill Pay. Your Bill Pay agreement is and remains solely with the Bank, not with any third-party service provider. The Bank disclaims all liability for the acts, omissions, errors, or delays of any third-party service provider, except to the limited extent required by applicable law.
Eligible Payments: With Bill Pay, you may make payments to (i) businesses, merchants, or professionals with a valid U.S. address; or (ii) individuals using the “Pay a Person” feature. The Bank may impose limits on the number, amount, frequency, or recipients of payments. You agree not to use Bill Pay to initiate payments for alimony, child support, taxes, governmental charges, court-ordered obligations, gambling debts, or any payment otherwise prohibited by law. The Bank reserves the right to refuse processing of any payment and will notify you promptly if a payment is refused. Further, you are solely responsible for any loss, damages, or penalties related to prohibited or refused payments. Payments to payees outside the United States or its territories (a payee at a United States military APO or FPO address is treated as located within the United States), payments for the purchase of securities or other investment products, and payments to payees the Bank cannot reasonably verify are not permitted through Bill Pay. If the Bank, as an accommodation, processes a payment this Section describes as not permitted, the payment is at your sole risk, and the Bank has no liability for it. When you use the Pay a Person feature, you are solely responsible for the accuracy of the recipient’s name, address, telephone number, email address, and account information you provide, and a payment sent in reliance on the information you provide is a payment completed according to your instructions. A Pay a Person payment that the recipient does not claim within the period stated in the applicable Online Banking Platform is canceled, and the funds are returned to your Bill Payment Account. The Bank has no liability for a payment canceled because the recipient did not claim it.
Scheduling and Processing: Bill Pay is generally available twenty-four (24) hours a day, seven (7) days a week, except during scheduled maintenance. Payments are processed only on Banking Days. Payment instructions received before the Bank’s posted cutoff time on a Banking Day are processed that day. Instructions received after the cutoff or on a non-Banking Day are processed on the next Banking Day. The Bank establishes cutoff times, may change them, and makes them available through the applicable Online Banking Platform or on request. The Bank may select the method of payment in its discretion. Check payments are not debited from your Account until they are presented and clear; ACH or other electronic payments may be debited on or before the scheduled payment date. Delivery of payments may be delayed by the U.S. mail, the ACH network, third-party processors, or other causes beyond the Bank’s control, and the Bank disclaims liability for such delays.
Customer Responsibilities: When you use Bill Pay, it is your sole responsibility to: (i) schedule payments far enough in advance so that your biller or payee receives payment by the due date; (ii) maintain sufficient collected funds, including overdraft protection if applicable, in your Bill Payment Account on the processing date; (iii) provide accurate and complete payee information, including but not limited to name, address, account number, and payment amount; and (iv) monitor your account and Bill Pay activity regularly and notify the Bank or any errors or discrepancies, subject to applicable error-resolution procedures.
NOTE: We will use reasonable efforts to complete your instructed payments properly and on time. However, you acknowledge and agree that we are not liable for failure to complete a payment if: (a) you provide incomplete, inaccurate, or erroneous information; (b) your Bill Payment Account has insufficient funds; (c) the payee refuses or is unable to accept the payment or delays crediting it; (d) we suspect that the payment is fraudulent or unauthorized; or (e) we determine that the payee is a blocked party under Office of Foreign Assets Control (“OFAC”) or other applicable law.
Dual Authorization for Business Customers: Bill Pay provides the option of dual authorization, where one Authorized User initiates a payment and a separate Authorized User authorizes it. Dual authorization is available for Business Customers as an additional security measure within the Bill Pay service. The Bank offers dual authorization to every Business Customer enrolled in Bill Pay, and the Bank’s records of your election, including platform enrollment records, are your written record of what the Bank offered and what you accepted or refused. If you refuse dual authorization: you agree to be bound by any Bill Pay payment order, whether or not authorized, issued in your name and accepted by the Bank in good faith and in compliance with the Security Procedure you accepted; the Security Procedure you accepted is deemed commercially reasonable to the extent UCC § 4A-202(c) provides; and you assume the risk of unauthorized or fraudulent transactions that dual authorization would have prevented.
Errors and Late Fees. The Bank is not responsible for any errors or late fees that result from your own actions or omissions, including providing inaccurate information, insufficient funds, or failure to schedule your payments in accordance with the Scheduling and Processing and Customer Responsibilities provisions of this Section 5.2. If you properly schedule a payment and follow the procedures in the Scheduling and Processing and Customer Responsibilities provisions of this Section 5.2, but a payment is not processed correctly due to a Bank error, the Bank’s only responsibility is to return the funds to your Bill Payment Account and correct the transaction. If you incur a late fee solely because of such a Bank error, the Bank will reimburse you up to $50.00 upon receiving proof of the fee (e.g., a billing statement). The Bank may, as a courtesy, assist you in contacting your Biller, but has no obligation to do so. In no event is the Bank liable for consequential, incidental, indirect, special, punitive, or exemplary damages, including lost profits, business interruption, reputational harm, or attorneys’ fees, even if advised of the possibility of such damages.
Failed or Returned Transactions: If a transfer from your Bill Payment Account fails or is returned, the Bank will notify you as soon as practicable. If the Bank requests additional information from you to resolve a payment issue and you do not provide it within five (5) Banking Days, the payment will be cancelled, and funds re-credited to your Bill Payment Account.
Unauthorized Transfers: You must promptly report any unauthorized use of Bill Pay within your Online Banking Account to the Bank by calling the applicable number published on the Bank’s website at chainbridgebank.com or sending a message through the secure messaging feature of the applicable Online Banking Platform. Any person or individual who obtains access to your Security Credentials will be deemed your authorized agent with full authority to initiate Bill Pay transactions on your behalf, whether or not you intended to grant that party such authority. Per the Customer Responsibilities provision of this Section 5.2, if you disclose or fail to safeguard your Security Credentials (including one-time passcodes or device authentication), you alone are responsible for and assume all resulting losses and liability. For the avoidance of doubt, the Bank will treat any instruction received from your Bill Payment Account using your Security Credentials as authorized and valid if the Bank accepts it in good faith and in compliance with the applicable Security Procedure, regardless of your actual authorization, intent, or approval. The Bank shall have no responsibility or liability for unauthorized or fraudulent transactions arising from your disclosure of and/or failure to safeguard your Security Credentials, except as required by the EFTA and Reg. E for Consumer Customer Accounts.
Changing or Stopping Payments; Insufficient Funds: You may cancel or edit any scheduled or recurring payment through Bill Pay so long as your request is received before we begin processing the payment. Once we have begun processing a payment, we cannot cancel or edit it unless you submit a valid stop payment request under this OBA and your applicable Account Agreement. Stop payment fees apply per the Bank’s current service charge schedule. Electronic payments cannot be cancelled once transmitted. For refunds or credits, you must contact the biller or payee directly or request that we submit a claim.
NOTE: If your Bill Payment Account does not contain sufficient funds on the processing date, we may refuse to process the payment or, in our discretion, reattempt processing each day until sufficient funds are available or you cancel the payment instruction. We have no obligation to retry failed payments. You remain responsible for any fees, charges, or losses associated with insufficient funds in your Bill Payment Account, including but not limited to late fees assessed by the biller or payee.
Terminating Bill Pay: You may terminate Bill Pay at any time by notifying us in writing. Any payment instructions will remain in effect until we receive and process your termination notice. Subject to applicable law and without prior notice, we may suspend or terminate your access to Bill Pay: (i) if your Bill Payment Account is not maintained in good standing; (ii) if you breach or fail to comply with this OBA; or (iii) for risk, compliance, or security reasons as determined by the Bank in its sole discretion. If your Bill Payment Account is closed, your Bill Pay service will be cancelled automatically. The Bank may also cancel your Bill Pay enrollment, upon notice, if you have not used Bill Pay for a period the Bank establishes from time to time. Upon termination, all pending or future payments, including preauthorized recurring payments, will be cancelled, and you must make alternate arrangements to complete such payments. Termination of your Bill Pay service does not affect or alter your liability for transactions already processed or your indemnification obligations under Article 9 of this OBA.
Section 5.3 Mobile Banking
This Section 5.3 governs your use of Mobile Banking, through which we provide Customers with access to our Online Banking Platforms and Services via Mobile Device. By enrolling in and using the Mobile Banking service, you acknowledge that you have read, understand, and agree to the terms of this Section, as may be amended from time to time.
Availability and Limitations: We do not guarantee the functionality, availability, or compatibility of the Mobile Banking service on all Mobile Devices, operating systems, or wireless networks. The Mobile Banking service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind. Not all Services or features of our Online Banking Platforms are available when accessed via a Mobile Device, and the availability and functionality of the Mobile Banking service may vary based on the Mobile Device, operating system, or communications service carrier. Services available through Mobile Banking may use different terminology and may appear in a different format when viewed on your Mobile Device. You may also be required to follow different instructions to access or use Services via Mobile Banking. Payment and transfer instructions submitted through Mobile Banking may take longer to process than instructions submitted through other access points, and the Bank disclaims all liability for delays attributable to your device, network, or third-party service providers.
Device and System Requirements: You are solely responsible for obtaining, maintaining, and securing a compatible Mobile Device and Internet or data service. You acknowledge and understand that: (i) the Bank’s website and your E-Sign Consent contain information on the current hardware and software requirements for Mobile Banking; (ii) we may modify or update those hardware and software requirements at any time and without prior notice to you; and (iii) your continued use of Mobile Banking after we have instituted required hardware and software changes constitutes acceptance of and agreement to those changes. Further, you assume all risk of loss arising from your use of outdated, unsupported, modified, or unsecured devices, operating systems, or Internet browsers in connection when using Mobile Banking.
Communications and Consent to Contact: By using Mobile Banking, you expressly consent to the Bank, its agents, and third-party service providers: (i) sending you information via your wireless communications provider, which you acknowledge acts as your agent in this capacity; (ii) using the telephone number, mobile number, email address, or other delivery method we have on record to contact you for the purpose of providing the Mobile Banking service; and (iii) contacting you by any means, including without limitation the use of an auto-dialer, predictive dialer, pre-recorded message, or SMS Text Message. You may revoke your consent to receive non-essential automated calls or SMS Text Messages at any time by contacting us through the channels listed on the Bank’s website.
Security and Risks: You acknowledge that your Mobile Device may be subject to unauthorized tracking, interception, malware, or other compromise. The Bank has no duty to monitor, detect, inform you of, or remediate any such threats, and your use of a Mobile Device, wireless communications provider, or Internet or data network (whether secure or unsecured) to access Mobile Banking is at your own risk. You are solely responsible for maintaining the physical security of your Mobile Device and the confidentiality and strength of any passcode, PIN, or other credential used to unlock it. If any person gains access to Mobile Banking through your Mobile Device, including because you shared your device or unlock method, or used a weak or easily guessed passcode, that person will be deemed authorized to act on your behalf, and you assume all risk of transactions initiated from your Mobile Device. For Consumer Customers, this paragraph does not waive, limit, or modify any non-waivable right or protection under the Electronic Fund Transfer Act and Regulation E. SMS Text Messages sent via Mobile Banking may not be encrypted and may contain your personal or confidential information, including without limitation your mobile phone number and your Account status or activities. Your wireless communications provider and other third-party service providers may also collect data related to your Mobile Banking use; their data practices are governed solely by their own privacy policies and/or agreement(s) with you. Such providers are not the Bank’s agents, and the Bank is not responsible or liable for their acts, omissions, outages, or data practices.
Information Use and Disclosure: The Bank will use any information you provide through Mobile Banking solely in connection with providing our Online Banking Services; however, we reserve the right to disclose such information as necessary or required to: (i) comply with applicable laws, regulations, or valid legal process, including subpoenas, court orders, or regulatory directives; or (ii) assert, defend, or protect the Bank’s rights or property in legal proceedings. When you complete forms online or otherwise provide us with your information in connection with Mobile Banking, you agree to provide accurate, complete, and truthful information.
Wireless Communications Provider Charges: Your wireless communications provider’s SMS Text Message and data rates apply to your use of Mobile Banking. You are solely responsible for any fees, charges, or limitations imposed by your wireless communications provider related to Internet access, data usage, or SMS Text Messaging in connection with Mobile Banking. These charges are beyond the control of the Bank, and as such, the Bank is not responsible for any loss, cost, damage, charges, or liability you incur because of your failure to comply with your wireless communication provider’s terms and conditions.
Reservation of Rights: The Bank reserves the right, at any time and without prior notice, to take any actions it deems necessary to protect the security and integrity of its systems and information, including, by way of example: (i) establishing or changing eligibility criteria for Mobile Banking; and (ii) denying, suspending, throttling, or terminating your access to Mobile Banking. The Bank’s failure to exercise any of these rights at any time will not be deemed a waiver of such rights.
Section 5.4 Mobile Deposit
This Section 5.4, together with the preceding Section 5.3, governs your use of our Mobile Deposit service, which allows you to make remote deposits to your Account(s) electronically via Mobile Device. By enrolling in and using the Mobile Deposit service, you agree to these terms. You acknowledge that we may amend these Mobile Deposit terms from time to time in accordance with the amendment provisions of Section 1.2 of this OBA. For a material change, the Bank will provide at least thirty (30) days’ advance notice through the Online Banking Platforms or by other means this OBA permits, unless a shorter period is necessary for security reasons or is required by applicable law or by the Bank’s third-party service providers. Your continued use of the Mobile Deposit service after an amendment becomes effective constitutes your acceptance of the amended terms.
Our Mobile Deposit service is subject to the Check Clearing for the 21st Century Act (“Check 21”), Regulation CC (“Reg. CC”), and UCC Articles 3 and 4. This service is NOT an electronic fund transfer (“EFT”) service, your use of Mobile Deposit does not receive protections under EFTA and Reg. E.
The Bank may deny, suspend, restrict, or terminate the Mobile Deposit service, in whole or in part, at any time and with or without notice, including without limitation in the event of an emergency, system failure, lapse or termination of your wireless communications service; for internal security, compliance, or risk management reasons, as determined in the Bank’s sole discretion; or for other circumstances beyond the Bank’s control. The Bank may also suspend, restrict, or terminate your individual access to the Mobile Deposit service, with or without notice, if you are in breach of this OBA or any other agreement related to your Account(s), or if the Bank determines in its sole discretion that your use of the Service presents specific security, compliance, or risk management concerns. Any suspension, restriction, or termination of Mobile Deposit will not affect your obligations with respect to Items submitted through the service prior to the suspension, restriction, or termination, including Items already received but not yet settled.
Customer Responsibilities: To use the Mobile Deposit service, you must have and maintain a Mobile Device that satisfies the technical requirements for the service. The Bank disclaims responsibility for any inability to access or use the Mobile Deposit service due to your device, operating system, or mobile service provider.
Once you enroll and start using Mobile Deposit, you agree to:
(a) Properly endorse each Item with your name and the restrictive legend “For Mobile Deposit Only at Chain Bridge Bank, N.A.” or as otherwise directed by the Bank;
(b) Deposit images of only original, paper Items payable in U.S. dollars, drawn on U.S. financial institutions, and payable to you. (For the avoidance of doubt, the Bank’s Mobile Deposit service does not and will not support the processing of third-party, substitute, or electronically created checks);
(c) Take reasonable steps to secure your Mobile Device, such as keeping your security software up to date and using password or biometric access controls;
(d) Securely retain original, paper Items after submission through Mobile Deposit and then destroy them no later than sixty (60) days after the Bank has confirmed completion of deposit. Prior to destruction, you must ensure that your stored Items cannot be presented more than once. Upon the Bank’s request, you must provide any retained Item to us within five (5) Banking Days; and
(e) Review your Account statement(s) regularly and notify us promptly in writing through the contact channels published on the Bank’s website at chainbridgebank.com of any claim, dispute, or suspected error relating to the Mobile Deposit service.
Image Standards: Each image of an Item transmitted by you through the Mobile Deposit service must be clear, legible, and unaltered. The images must capture all information from both the front and the back of the Item, including endorsements. Images must meet all applicable image quality standards, including those established by the American National Standards Institute (“ANSI”), and any requirements of the Federal Reserve or applicable clearinghouses. The Bank is not responsible or liable for Items not received, dropped during transmission, or corrupted after transmission.
Processing: The Bank may reject or return any Item transmitted by you through the Mobile Deposit service, in whole or in part, at any time. If you submit an Item through Mobile Deposit that does not comply with the requirements as defined in this OBA, the Bank may: (i) transmit it as received; (ii) attempt to repair it; (iii) process it as a photocopy in lieu of the original Item; or (iv) reject it and charge back your Account. To that end, the Bank is not responsible or liable for dishonored checks, returned Items, or resulting debits or fees. The Bank may establish, and may change at any time, limits on the number or dollar amount of Items deposited through the Mobile Deposit service. If the Bank establishes limits, it will state them in the Online Banking Platforms or notify you as this OBA permits.
NOTE: An Item deposited through the Mobile Deposit service is not considered “received” until the Bank has provided you with electronic confirmation of deposit. Such confirmation acknowledges only that your Item was transmitted to the Bank and does not guarantee that the deposit was error-free or complete, nor does it constitute the Bank’s acceptance of the Item or a determination that the Item will be credited to your Account. All Items received through Mobile Deposit are subject to the Bank’s review and approval, which occurs only during the Bank’s normal business hours on Banking Days. During review, an Item may be placed in a pending or suspended status, and you may receive a deposit confirmation notification while the Item remains under review. Items received through Mobile Deposit and approved by the Bank by the Bank’s then-current posted cutoff time on a Banking Day will generally be credited to your designated Account on the same Banking Day. Items received through Mobile Deposit after the Bank’s then-current posted cutoff time on any Banking Day, on a non-Banking Day, or still under review as of the cutoff time will be credited, if approved, to your designated Account on the next Banking Day on which review is completed. The Bank may reject, delay, or refuse to process any Item in its sole discretion and will not be liable to you for any such rejection or delay, whether or not you are notified. For Consumer Customer Accounts, funds are made available in accordance with Regulation CC and the Bank’s Funds Availability Disclosure, and nothing in this paragraph extends any hold or delays availability beyond the periods those permit.
The Bank may also create or convert an Item into an Image Replacement Document (“IRD”) or other substitute check for collection and processing purposes. By using the Mobile Deposit service, you authorize the Bank to do so, and you agree that any such IRD or other substitute check created by the Bank will be the legal equivalent of the original Item for all purposes under Check 21 and applicable law.
Funds Availability: The rules governing when funds transmitted through the Mobile Deposit service are made available differ depending on the type of Account you hold and select for the deposit.
For Consumer Customers: Mobile Deposits into Consumer Customer Accounts are subject to Reg. CC and the Bank’s Funds Availability Disclosure. Certain deposits may be delayed as permitted by law, and the Bank shall notify you of any applicable holds.
For Business Customers: The availability schedules in Subpart B of Reg. CC apply to checks deposited at a banking office or ATM, not to images you transmit remotely through the Mobile Deposit service. Funds from Business Customer Mobile Deposits are made available as stated in the Bank’s Funds Availability Disclosure and, absent a different commitment there, when the Bank receives final settlement.
Warranties: You represent and warrant to the Bank that for each Item you deposit through the Mobile Deposit service:
(a) You are entitled to enforce the Item, and no defense or claim of any party will prevent payment;
(b) The Item has not been altered;
(c) The Item bears valid endorsements;
(d) The image accurately represents the original Item;
(e) The Item includes a complete, accurate MICR line (the numbers at the bottom of a check that identify the bank and account) suitable for a substitute check or IRD creation under Reg. CC;
(f) Each Item complies with Reg. CC and the UCC;
(g) You will not redeposit or re-present any Item, except as permitted by us;
(h) No other person or party will receive payment on the Item; and
(i) You will follow all applicable security and legal requirements.
Account Security and Mobile Deposits: When accessing and using our Online Banking Services, including but not limited to Mobile Deposit, on your Mobile Device, you must maintain the confidentiality and soundness of your Security Credentials. Disclosure of your Security Credentials to any person or individual constitutes your authorization for that party to act on your behalf; such authorization extends to the Mobile Deposit service. You must therefore implement safeguards to protect against unauthorized access to and use within your Account(s) with us.
Liability and Allocation of Risk: Until final settlement, you bear the risk of loss for all Items you transmit through the Mobile Deposit service. Credit for deposits is provisional and subject to revocation, and it will be reversed if an Item is returned or rejected. If an Item you deposited through the Mobile Deposit service is returned, the Bank will provide you with an image or a substitute check of the returned Item, not the paper original. Except as otherwise required by law, the Bank is not responsible for dishonored or returned Items, duplicate presentments, image quality issues, or system downtime. The Bank is not liable for indirect, consequential, punitive, or special damages arising from the foregoing or generally from your use of the Mobile Deposit service. The Bank’s sole obligation respecting the Service is to correct errors directly caused by its failure to exercise ordinary care.
Remote Deposit Capture for Business Customers: Business Customers may elect to use Remote Deposit Capture (“RDC”) as an add-on service to Mobile Deposit. To enroll in RDC, Business Customers must enter into the Bank’s Specialized Service Agreement for remote deposit capture, which applies in addition to this OBA. In the event of a conflict between this OBA and that Specialized Service Agreement, the latter shall take precedence, supersede, and control only insofar as the terms relate to RDC enrollment and use. Mobile Deposit and RDC are not subject to EFTA or Reg. E. Treasury Management customers may also access remote deposit capture through the Bank’s Mobile Remote Deposit Complete (“mRDC”) service, offered through the Treasury Management Platform; the Mobile Deposit service described in this Section 5.4 is offered through the Personal Banking Platform and the Business Banking Platform. For the avoidance of doubt, this subsection applies only to Customers with Business Accounts and does not apply to Consumer Customers.
Section 5.5 Wire Transfer Services
NOTE: PROTECT YOURSELF AGAINST WIRE FRAUD: Wire transfers are irrevocable once accepted by the Bank and are a frequent target of business email compromise, invoice fraud, and impersonation scams. Before sending a wire, or before acting on any new or changed wire instructions, including instructions that appear to come from a known vendor, employee, executive, title company, or counterparty, you should independently verify the instructions by calling a phone number you have used before or independently confirmed, not a number provided in the email, text, or document containing the instructions. A message asking you to change wire instructions, even a message that appears to come from the Bank, should be verified in the same way before you act on it. Treat any last-minute change to payment or account details, any request for urgency or secrecy, or any request to route funds to a new account as a warning sign of fraud, and contact the Bank immediately at the telephone number published on the Bank’s website at chainbridgebank.com before proceeding.
For the avoidance of doubt, and notwithstanding any other provision in this OBA, the Specialized Service Agreement for wire transfers you sign with the Bank exclusively governs all payment orders, including wire transfers, initiated by you through the Online Banking Platforms. If any conflict or inconsistency exists between the terms of this OBA and that Specialized Service Agreement, the latter shall take precedence and control.
In order to access our Wire Transfer Services and transmit wires through the Online Banking Platforms, you must: (i) execute the Bank’s Specialized Service Agreement for wire transfers and its signed security procedure documentation; (ii) comply with the security procedure and related requirements defined under UCC Article 4A and incorporated into that Specialized Service Agreement; and (iii) maintain good standing with the Bank as required under that Specialized Service Agreement.
The Security Procedure for wire payment orders is stated exclusively in the security procedure documentation you sign with that Specialized Service Agreement, whatever its terms, and this OBA does not restate, supplement, or vary it.
The Bank may immediately suspend, restrict, or terminate access to our Wire Transfer Services online for Customer’s breach of the Specialized Service Agreement for wire transfers or for the Bank’s internal security, compliance, and/or risk management reasons, as determined in the Bank’s sole discretion. Where practicable, the Bank will provide prior notice of the foregoing; however, the Customer agrees that, in any event, the Bank shall have no responsibility or liability for any losses, damages, costs, or claims arising from the Bank’s immediate suspension, restriction, or termination of online wire access taken in good faith. Any such suspension, restriction, or termination of wire transfer access may occur without affecting Customer’s access to or use of other Services, and the Bank shall have no responsibility or liability for any temporary or permanent interruption of other Services that results from such suspension, restriction, or termination.
Transmission, Processing, and Off-Line Wires: Transmission channels, processing, cutoff times, execution scheduling, and governing law for wire transfers are stated in the applicable Specialized Service Agreement and its security procedure documentation. If the Bank permits you to submit occasional payment orders outside the Online Banking Platforms, those orders are governed by the Bank’s prescribed off-line wire application and its designated security procedure.
Authorization Limits: Administrator and Authorized User rights granted under this OBA do NOT confer authority to initiate payment orders, including accessing Wire Transfer Services and transmitting wires through the Online Banking Platforms. If you would like to grant an Administrator or Authorized User as defined in this OBA access to our Wire Transfer Services through your Online Banking Platform(s), you must specifically and explicitly designate such party as an “Authorized User” under your Specialized Service Agreement for wire transfers with us, through the designation documents and processes that agreement establishes. Only those “Authorized Users” you designate in accordance with that Specialized Service Agreement’s security measures may initiate wire transfers online.
Section 5.6 ACH Services
Automated Clearing House (“ACH”) payments or entries through our Online Banking Platforms may be initiated: (i) by you (e.g., FI-to-FI Transfers, Bill Pay payments); or (ii) by the Bank on your behalf, where the Bank elects, in its discretion, to settle your online banking transactions by ACH rather than by another method. In all cases, ACH transactions are subject to the NACHA Operating Rules and Guidelines, the UCC, and all other applicable federal and state laws and regulations. You agree to comply with these requirements when using our ACH Online Banking Services and shall ensure that your agents do so as well.
You further represent and warrant that each ACH transaction you initiate through our Online Banking Platform(s) is properly authorized and complies, as appropriate, with the NACHA Operating Rules and Guidelines, the UCC, and applicable laws and regulations. You shall indemnify the Bank and hold it harmless from any claims, losses, damages, or liabilities arising out of: (a) your and/or your agents’ breach of this Section 5.6; or (b) your and/or your agents’ violation of the NACHA Operating Rules and Guidelines, the UCC, or other applicable laws.
Consumer ACH Transactions: If you are a Consumer Customer and an ACH debit or credit to your Account meets the definition of an EFT under Reg. E, you retain all rights and protections provided by the EFTA and Reg. E regarding your ACH transaction(s) initiated through our Online Banking Services. Nothing in this OBA shall be construed to waive, limit, or modify a Consumer Customer’s non-waivable rights under the EFTA and Reg. E with respect to covered ACH payments or entries. For the avoidance of doubt, this Subsection applies only to Customers with Consumer Accounts and does not apply to Business Customers.
Business ACH Origination Services: If you are a Business Customer, ACH transactions may be originated through the Online Banking Platforms in two different ways: (i) by the Bank on your behalf; or (ii) by you as the Originator.
Bank as Originator: For certain Online Banking Services (e.g., Bill Pay or FI-to-FI Transfers), the Bank may, in its discretion, originate ACH transactions to settle your instructions. In those cases, the Bank is the Originator of record under the NACHA Operating Rules and Guidelines, and you, as the Business Customer, are responsible only for providing accurate and authorized instructions. You are not required to designate ACH Authorizers when the Bank is the Originator.
Business Customer as Originator: If you are a Business Customer and wish to originate ACH transactions (e.g., payroll, vendor payments, and Same-Day ACH) through the Online Banking Platforms yourself, you must: (x) execute the Bank’s Specialized Service Agreement for ACH together with any security procedure documentation that agreement requires (together, the “ACH Service Agreement”); (y) comply with the security procedure and related requirements defined in that ACH Service Agreement; and (z) maintain good standing with the Bank as required under that ACH Service Agreement. In these cases, you are the Originator under the NACHA Operating Rules and Guidelines, and you must designate at least one “ACH Authorizer” under your ACH Service Agreement, including through any platform designation process that agreement establishes. No one outside your designated ACH Authorizer(s) may originate ACH transactions from your Account(s) on the Online Banking Platforms.
Security Procedures and Allocation of Risk: The Security Procedure for Entries you originate, and the allocation of loss for unauthorized Entries, are stated exclusively in your ACH Service Agreement and its security procedure documentation, whatever its terms, and this OBA does not restate, supplement, or vary them. Only those parties you designate as “ACH Authorizers” under your ACH Service Agreement may access the ACH Services through the Online Banking Platforms on your behalf. General credential safeguarding duties appear in Article 4 and Article 18.
Limitation of Bank’s Liability for ACH Claims: The Bank’s liability for Business Customer ACH transactions is limited to the extent required under UCC Article 4A and other applicable law. The Bank shall be responsible only for processing ACH entries in good faith and in accordance with the applicable Security Procedure(s). The Bank shall not be liable for any loss, cost, or expense arising out of: (a) your failure to comply with this Section 5.6 or the applicable Specialized Service Agreement for ACH; (b) any action or inaction by third parties, including intermediary financial institutions, payment networks, or receivers of ACH entries; (c) delays, errors, or failures in transmission outside the Bank’s reasonable control, including power outages, communication line failures, or acts of God; or (d) your disclosure of, or failure to safeguard, Security Credentials.
NOTE: Except as expressly required by the Nacha Operating Rules, UCC Article 4A, or other applicable law, the Bank shall have no liability for unauthorized, erroneous, or fraudulent ACH transactions initiated using your Security Credentials. In no event shall the Bank be liable for consequential, incidental, indirect, punitive, exemplary, or special damages, including without limitation lost profits or business interruption, even if the Bank has been advised of the possibility of such damages. For the avoidance of doubt, the entirety of this Section 5.6 applies only to Customers with Business Accounts and does not apply to Consumer Customers.
ACH Positive Pay (ACH Debit Filter and Block): The Bank’s ACH debit filter and block capability is the ACH component of the Positive Pay fraud detection service described in Section 5.8 (“ACH Positive Pay”), not a separate service. ACH Positive Pay allows you to restrict or block ACH debit entries against your Account(s) except those you pre-authorize by originator identifier, dollar limit, or other criteria the Bank makes available. An ACH debit entry that does not meet your criteria is presented to you as an exception item for a pay-or-return decision. ACH Positive Pay is subject to enrollment and to the terms the Bank prescribes for it, including the Specialized Service Agreement governing Positive Pay. THE BANK STRONGLY RECOMMENDS THAT BUSINESS CUSTOMERS SUBJECT TO ACH DEBIT RISK ENROLL IN ACH POSITIVE PAY. Under Section 5.8, your decision not to enroll, or your failure to properly configure and maintain your filter or block criteria, or to timely review and respond to exception items presented to you, may constitute a failure to exercise ordinary care and may preclude claims for losses the service would have prevented, to the fullest extent permitted by law.
Section 5.7 FI-to-FI Transfer Service
This Section 5.7 governs your use of the Bank’s FI-to-FI Transfer Service (“FI-to-FI Transfer”), through which Customers authorize the Bank to transfer funds between the Account(s) linked to our Online Banking Platforms and certain deposit accounts at other U.S. financial institutions. By enrolling in and using FI-to-FI Transfer, you agree to these terms. You acknowledge that we may amend these FI-to-FI Transfer terms from time to time in accordance with the amendment provisions of Section 1.2 of this OBA. For a material change, the Bank will provide at least thirty (30) days’ advance notice through the Online Banking Platforms or by other means this OBA permits, unless a shorter period is necessary for security reasons or is required by applicable law or by the Bank’s third-party service providers. Your continued use of FI-to-FI Transfer after an amendment becomes effective constitutes your acceptance of the amended terms.
To use FI-to-FI Transfer, you must separately enroll each deposit account you own in your own name at another U.S. financial institution that you want to link to your Account(s) at Chain Bridge Bank, N.A. You may not enroll accounts owned by another person or entity, even if you are a joint signer, fiduciary, or agent for those accounts. Before becoming eligible for FI-to-FI transfers, each of your enrolled external accounts must be verified in accordance with the Bank’s security and other applicable procedures. You will receive instructions for the verification during the enrollment process and have ten (10) days from enrollment to complete the verification. You represent and warrant, each time you initiate an FI-to-FI Transfer, that you own each linked external account in your own name, that the terms governing the external account permit the transfer, and that your authority over the external account has not been revoked or restricted. You are responsible for any fee, charge, or restriction the other financial institution imposes on the transfer or on the external account. The Bank may re-verify any linked external account, suspend or remove any linked external account, or require re-enrollment, at any time, for security, compliance, or risk management reasons.
Third-Party Service Providers: You acknowledge that the Bank may use third-party service providers to support FI-to-FI Transfer. These third-party service providers may (i) host the FI-to-FI Transfer system on their servers or cloud platforms; (ii) process and settle transfers; and (iii) handle the secure transmission of data and messages needed to complete your transactions. You authorize the Bank to share your information with these third-party service providers as needed for us to provide FI-to-FI Transfer. Your agreement is and remains solely with the Bank, not with any third-party service provider. The Bank disclaims all liability for the acts, omissions, errors, or delays of any third-party service provider, except to the limited extent required by applicable law.
Scheduling and Processing: Once you have completed the enrollment and verification process, you may schedule FI-to-FI Transfers as one-time or automatic, recurring transactions. If you have scheduled an FI-to-FI Transfer payment for a non-Banking Day, the transfer will be processed on the next Banking Day. All FI-to-FI Transfers are processed via ACH and are subject to the NACHA Operating Rules and Guidelines and UCC Article 4A.
NOTE: This service is generally available twenty-four (24) hours a day, seven (7) days a week, except during routine maintenance periods or unforeseen service interruptions. However, even though you may access FI-to-FI Transfer on our Online Banking Platforms at any time, transfer instructions are processed only on Banking Days. FI-to-FI Transfer requests submitted before the Bank’s posted cutoff time will be processed on the next Banking Day; requests submitted after the cutoff or on non-Banking Days will be processed on the following Banking Day.
When you transfer money into your Account(s) with us through FI-to-FI Transfer, we place a three (3) Banking Day hold on those funds. During this hold period, the funds will show in your Account balance(s), but they cannot be withdrawn or used for another transfer until the hold period expires. The timing of funds availability at or from other financial institutions is subject to that institution’s own processing schedules and policies. An inbound FI-to-FI Transfer remains subject to return under the NACHA Operating Rules and Guidelines after the hold period ends, including returns for insufficient funds, closed account, or unauthorized entry. If a transfer that has been credited to your Account is returned, reversed, or otherwise unpaid, the Bank may debit the amount of the transfer from your Account or from any other Account you maintain with the Bank, without prior notice, and you agree to repay any resulting overdraft immediately. The crediting of a transfer is not a representation by the Bank that the transfer cannot be returned.
Cancelling Transfers: Requests for immediate transfers through FI-to-FI Transfer CANNOT be cancelled once submitted. Future-dated or recurring transfers, however, may be cancelled until the Bank’s then-current posted cutoff time on the Banking Day prior to the scheduled transfer date. If the FI-to-FI Transfer’s status appears as “In Process,” “Pending,” or “Processed” in your Online Banking Platform(s), that transfer CANNOT be cancelled.
Limits: FI-to-FI Transfers are subject to the following daily limits across all linked accounts:
(a) Inbound transfers are subject to the daily number and dollar limits the Bank establishes and may change from time to time.
(b) Outbound transfers are subject to the daily number and dollar limits the Bank establishes and may change from time to time.
Customers who wish to request higher limits must enter into a separate written agreement with the Bank. The Bank may, in its sole discretion, lower these limits and/or decline any transfer at any time, with or without notice, including for internal security, fraud control, compliance, or risk management reasons.
Insufficient Funds: If your Account does not contain sufficient available funds on the date a FI-to-FI Transfer is scheduled to be processed, we may refuse to process the transfer or, in our discretion, reattempt processing each day until sufficient funds are available or you cancel the transfer instruction. We have no obligation to retry failed transfers. You remain responsible for any fees, charges, or losses associated with insufficient funds in your Account, including but not limited to fees assessed by us or returned item fees, overdraft charges, or other penalties assessed by the receiving financial institution.
Errors and Unauthorized Use: You must promptly report any unauthorized use of FI-to-FI Transfer within your Online Banking Account to the Bank through the contact channels published on the Bank’s website at chainbridgebank.com. Any person or individual who obtains access to your Security Credentials will be deemed your authorized agent with full authority to initiate FI-to-FI Transfers on your behalf, whether or not you intended to grant that party such authority. If you disclose or fail to safeguard your Security Credentials (including one-time passcodes or device authentication), you alone are responsible for and assume all resulting losses and liability. For the avoidance of doubt, the Bank will treat any instruction received from your Account using your Security Credentials as authorized and valid if the Bank accepts it in good faith and in compliance with the applicable Security Procedure, regardless of your actual authorization, intent, or approval. The Bank shall have no responsibility or liability for unauthorized or fraudulent FI-to-FI Transfers arising from your disclosure of and/or failure to safeguard your Security Credentials, except as required by the Electronic Fund Transfer Act and Regulation E for Consumer Customer Accounts and by UCC Article 4A, NACHA Operating Rules and Guidelines, and Article 18 of this OBA for Business Customer Accounts.
Terminating FI-to-FI Transfer: You may terminate FI-to-FI Transfer at any time by notifying us through the contact channels the Bank makes available. Any transfer instructions will remain in effect until we receive and process your termination notice. Subject to applicable law and without prior notice, we may suspend or terminate your access to FI-to-FI Transfer: (i) if your Account is not maintained in good standing; (ii) if you breach or fail to comply with this OBA; or (iii) for risk, compliance, or security reasons as determined by the Bank in its sole discretion. If your Account is closed, your FI-to-FI Transfer service will be cancelled automatically. Upon termination, all pending or future transfers, including preauthorized recurring transfers, will be cancelled, and you must make alternate arrangements to complete such transfers. Termination of your FI-to-FI Transfer service does not affect or alter your liability for transactions already processed or your indemnification obligations under Article 9 of this OBA.
Section 5.8 Fraud Detection Services (Positive Pay, Reverse Positive Pay, and ACH Positive Pay)
The Bank offers Positive Pay and Reverse Positive Pay as fraud detection services for Business Customers, governed by a separate Specialized Service Agreement. The Positive Pay service includes ACH Positive Pay, the ACH debit filter and block component Section 5.6 describes. These services allow you to provide the Bank with information about checks you have issued (or, for Reverse Positive Pay, to review presented items), and to establish criteria for incoming ACH debit entries, so that the Bank can identify potentially fraudulent, altered, or unauthorized Items or ACH entries before payment. These services reduce the risk of check and ACH fraud. They do not eliminate it, and the Bank does not represent that they will identify every fraudulent, altered, counterfeit, or unauthorized Item or entry.
THE BANK STRONGLY RECOMMENDS THAT ALL BUSINESS CUSTOMERS THAT ISSUE CHECKS AND ACH PAYMENTS ENROLL IN POSITIVE PAY.
If you are a Business Customer and you decline to enroll in Positive Pay when the Bank has made it available to you, or you fail to timely review and respond to exception items presented to you under Positive Pay or Reverse Positive Pay within the time frame specified in the Business Banking Platform, you agree that: (a) such decision or failure constitutes a failure to exercise ordinary care and to implement commercially reasonable security procedures under UCC §§ 4-406 and 3-406; and (b) to the fullest extent permitted by law, the Bank shall not be liable for, and you shall be precluded from asserting any claim for, any loss arising from a forged, altered, counterfeit, or unauthorized check that Positive Pay or Reverse Positive Pay would have identified as an exception item, except to the extent the Bank acted in bad faith or the Bank’s failure to exercise ordinary care contributed to the loss.
This Section 5.8 does not apply to Consumer Customers and does not limit any non-waivable right or protection under applicable law.
Section 5.9 Transfers Between Your Own Accounts; Automated Sweeps
Internal Transfers: Through the Online Banking Platforms, you may transfer funds between your eligible Account(s) with us, including transfers from a deposit Account to make payments on a loan Account with us (each, an “Internal Transfer”). Internal Transfers are Online Banking Services governed by this OBA. Available transfer types, cutoff times, scheduling options, and any limits are stated in the Online Banking Platforms. For Consumer Customers, an Internal Transfer initiated through the Online Banking Platforms is an electronic fund transfer governed by the EFTA, Regulation E (12 C.F.R. § 1005.3(b)), and the Bank’s Electronic Fund Transfers Disclosure.
Automated Sweeps: Automatic, recurring transfers the Bank performs between your Accounts under a separate sweep or similar agreement (“Automated Sweeps”) are not initiated through, and are not part of, the Online Banking Services, and are governed exclusively by the applicable sweep agreement and your Account Agreement(s). For Consumer Customers, an automatic transfer between your own Accounts at the Bank under an agreement between you and the Bank is exempt from Regulation E (12 C.F.R. § 1005.3(c)(5)).
Section 5.10 Changes or Additions to Online Banking Services, and Removals
The Bank may, from time to time and in its sole discretion, introduce new Online Banking Services or features, modify or remove existing Services or features, or suspend or terminate any Service offered through the Online Banking Platforms. For the avoidance of doubt, all Services and features described in the previous Sections 5.1 through 5.9, and any other Services or features made available through the Online Banking Platforms, constitute existing Services or features subject to modification, removal, suspension, or termination by the Bank.
The Bank may change, add, or remove Online Banking Services with or without prior notice, except where advance notice is expressly required by applicable law. The Bank shall have no liability for any loss, damage, or inconvenience resulting from the modification, suspension, or discontinuance of any Online Banking Service. Your continued use of the Online Banking Platforms and Services, or your permitting any other person or entity to access or use the Online Banking Platforms and Services, after such changes become effective constitutes your agreement to be bound by the new or revised terms.
ARTICLE 6: SERVICE CHARGES
The Bank may impose service charges, fees, or other costs (“Service Charges”) in connection with your use of the Online Banking Platforms and Services. Not all Services are free, and Service Charges may vary by Service, Account type(s), or Customer classification (Consumer or Business). Please review the terms and the Bank’s Service Charge Schedule and any other fee schedule we provide to you when you enroll in or use each Service.
You expressly authorize the Bank to debit your designated Account(s), with or without prior notice, for all Service Charges when incurred, and you agree that the Bank may collect such Service Charges from any other of your Accounts with the Bank if sufficient funds are not available in the designated Account. You remain liable for all Service Charges regardless of whether sufficient funds are available.
The Bank reserves the right, in its sole discretion, to add, increase, or modify Service Charges at any time.
(i)For Consumer Customers, the Bank will provide advance notice of Service Charge increases or changes when and to the extent required by applicable law or regulation (e.g., at least 21 days in advance for Services under Reg. E, and 30 days in advance for Services under Reg. DD). If we notify you as such, and you do not cancel the affected Service(s) on your Account(s) or provide us with written notice of your objection to the increase or change, you shall be deemed to have accepted the new fees and pricing and shall be thus bound by them as of the Service Charge increase or change’s effective date.
(ii)For Business Customers, the Bank may increase or change Service Charges at any time, with or without prior notice, unless otherwise expressly required by law. You are responsible for reviewing the Bank’s current fee schedules and pricing information as made available from time to time. If you continue to use a Service after an increase or change in Service Charge becomes effective, you shall be deemed to have accepted the new fees and pricing. Your sole remedy for disagreement with an increase or change in Service Charge is to cancel the affected Service(s) on your Account(s) in accordance with Bank procedures prior to the new fees or pricing’s effective date.
We may provide notice of Service Charge changes, additions, or increases by secure electronic messaging, regular mail, or posting of revised schedules on the Bank’s website or Online Banking Platforms. The Bank shall have no liability for any loss, cost, or inconvenience arising out of any change in Service Charges.
ARTICLE 7: CHANGING OR CORRECTING YOUR CONTACT INFORMATION
You alone are responsible for keeping the contact information on your Bank Account(s) accurate and current at all times. This information includes contact details that the Bank may reasonably require to open and/or process requests on your Account(s), such as your name, physical and mailing addresses, telephone numbers, and email addresses. You must notify the Bank immediately of any change, correction, or addition to the contact information on your Account(s), through the Online Banking Platforms, in person at a Bank office, or through the Client Service channels published on the Bank’s website at chainbridgebank.com. All such requests are subject to verification by the Bank. Any change to contact information that is used to verify funds transfer instructions (including wire or ACH payment orders) is additionally governed by the applicable security procedure documentation for that service, and such a change will be given effect for funds-transfer-verification purposes only as and when that documentation permits. Where the security procedure documentation for a service you use requires you to designate a callback or verification telephone number, you must designate it, and keep it current, in the manner that documentation specifies, and your failure to do so is a breach of this OBA. The Bank may place any verification call it elects to make to a telephone number in the Bank’s records and may disregard a number supplied with or after a transaction request. If the Bank cannot complete a verification because a number you were required to maintain is missing, out of date, or unreachable, the Bank may delay, hold, or refuse the transaction, without liability, and you bear any loss that results from your failure to maintain that number. For Consumer Customers, nothing in this paragraph waives, limits, or modifies any non-waivable right or protection under the EFTA and Reg. E. Further, the Bank has no obligation to act on informal notices, oral communications, or instructions from third parties regarding your contact information.
A notice of change, correction, or addition given by you is not effective with respect to your Account(s) until the Bank completes its verification process and updates its records and systems. Until then, the Bank may continue to rely on and send notices, communication, or legal process to your last known contact information on file; such communications will be deemed properly delivered and legally effective, regardless of whether you actually receive them. During this period, the Bank also has no obligation to resend, follow up, or attempt alternate methods of delivery with respect to any communication properly sent to your last known contact information on file, even if it is returned as undeliverable, refused, or otherwise fails.
Your failure to maintain current and accurate contact information on file with the Bank may result in: (i) delayed or failed delivery of Account information, disclosures, statements, security alerts, or legal notices; and/or (ii) suspension or termination of access to our Online Banking Platforms and Services. You expressly assume all risks of such delay, failure, suspension, or termination, and the Bank shall have no liability for any resulting direct, indirect, incidental, consequential, or special loss, damage, cost, or claim (including missed payments, failed transactions, or undelivered security alerts). For Consumer Customers, this provision does not waive or limit your rights under applicable federal laws and regulations, including the E-SIGN Act, Reg. E, and Reg. DD.
ARTICLE 8: REPORTING UNAUTHORIZED ACTIVITY
If you believe someone may attempt to use, or has used, the Online Banking Platforms without your permission, or that any other unauthorized activity (including, but not limited to, takeover or a security breach) has occurred on your Account(s), you must notify the Bank immediately by telephone at the applicable number published on the Bank’s website at chainbridgebank.com. Telephone is the fastest method, and the Bank strongly recommends it. You may also send a secure message through the applicable Online Banking Platform. For Consumer Customers, notice is effective when you take reasonable steps to provide the Bank with the required information, whether oral or written, as provided in Reg. E.
For purposes of this OBA, “immediately” means as soon as reasonably possible after you discover, or reasonably should have discovered, the unauthorized activity.
(i)If you are a Consumer Customer and the unauthorized activity constitutes an unauthorized electronic fund transfer under Reg. E, your liability and losses for such unauthorized transaction may be limited depending on exactly when you notify the Bank.
(ii)If you are a Business Customer, your delay in notifying the Bank may bar your claims to the extent provided in your Account Agreement and the applicable Specialized Service Agreement, and losses attributable to your delay are yours to bear.
Notice received outside normal business hours or on non-Banking Days is deemed received on the next Banking Day. Except as the EFTA and Reg. E provide otherwise for Consumer Customers, the Bank has no liability for transactions initiated with your Security Credentials before you notify the Bank and the Bank has a reasonable opportunity to act on your notice.
The Bank may investigate the circumstances surrounding any reported activity and determine, in its sole discretion, whether it was unauthorized based on the evidence available. You agree to cooperate fully, including by providing sworn statements, affidavits, police reports, documentation, records access, and personnel interviews. Failure to cooperate is grounds for denial of any reimbursement claim.
ARTICLE 9: INDEMNITY
Section 9.1 Consumer Customer’s Indemnification Obligations
This Section 9.1 applies to Consumer Customers and describes in detail the extent, limitations, and survival of their indemnification obligations.
Scope: If you are a Consumer Customer, you agree to indemnify and hold harmless the Bank and its officers, directors, employees, agents, successors, and assigns (collectively, still the “Bank”) for any claims, actions, or proceedings by third parties and/or for direct, documented losses actually incurred by the Bank, whether either or both arise directly from your:
(a) Intentional misconduct, fraud, or willful misuse of our Online Banking Platforms and Services;
(b) Disclosing, sharing, or failing to safeguard your Security Credentials, including compromises resulting from your voluntary access to the Online Banking Platforms and Services through unsecured or public networks;
(c) Material breach of this OBA; or
(d) Violation of applicable law in connection with your use of our Online Banking Platforms and Services.
Limitations: Consumer Customers’ indemnification is limited to (a) direct, documented damages actually incurred by the Bank, and (b) the Bank’s costs or liabilities arising from third-party claims, actions, or proceedings. Consumer Customers’ indemnification does not extend to consequential, punitive, special, or incidental damages, except where recovery of attorneys’ fees and costs is specifically authorized under this OBA or required by law.
Survival: If you are a Consumer Customer, your obligation to indemnify the Bank under this Section 9.1 shall survive the termination of this OBA and of your use of our Online Banking Platforms and Services.
Section 9.2 Business Customer’s Indemnification Obligations
This Section 9.2 applies to Business Customers and sets forth the full scope, breadth, and survival of their indemnification obligations.
Scope: If you are a Business Customer, you agree to indemnify, defend, and hold harmless, to the maximum extent permitted by law, the Bank and its officers, directors, employees, agents, successors, and assigns (collectively, still the “Bank”) from and against any and all claims, actions or proceedings by third parties; any regulatory investigation, enforcement action, penalty, fine, assessment, brand or network damage, warranty, or indemnity the Bank is required to provide under law; and/or for direct, indirect, or consequential losses, damages, liabilities, judgments, settlements, fines, penalties, or expenses (including without limitation attorneys’ fees, expert fees, and investigation costs), whether either, all, or any combination of the preceding arise out of or relate to:
(a) Your use of our Online Banking Platforms and Services, which is deemed to include use of the Online Banking Platforms and Services by (a) any party to whom you disclosed or shared or against whom you failed to safeguard your Security Credentials and/or (b) any party who accessed the Online Banking Platforms and Services through compromise related to your use of an unsecured or public network;
(b) Your breach of this OBA and/or any Specialized Service Agreement referenced herein;
(c) Your violation of applicable law, regulation, NACHA Operating Rules and Guidelines, or other clearinghouse association rules;
(d) Your provision to us of inaccurate, unauthorized, infringing, or incomplete information, including without limitation your contact information;
(e) Your failure to safeguard your Security Credentials or follow a required Security Procedure that results in an error or unauthorized transaction;
(f) Acts, omissions, or conduct of your officers, directors, employees, agents, Administrators, Authorized Users, contractors, successors, and assigns; or
(g) Introduction or transmission of malware, viruses, or harmful code through your systems, networks, or activities that compromise or threaten the security or integrity of the Bank’s systems, data, or operations.
Limitations: Business Customers’ indemnification is UNLIMITED in scope, amount, and duration, and it covers ALL costs of defense, regardless of outcome. Business Customers agree to promptly reimburse the Bank upon demand for any and all payments, advances, or expenditures the Bank makes in connection with any matter for which such Business Customers are obligated to indemnify the Bank. This indemnification applies to the fullest extent permitted by law, and Business Customers are NOT entitled to recover or offset any consequential, punitive, special, or incidental damages from the Bank in connection with an indemnified matter.
Survival: If you are a Business Customer, your obligation to indemnify the Bank under this Section 9.2 shall survive the termination of this OBA and of your use of our Online Banking Platforms and Services.
Section 9.3 Costs and Attorneys’ Fees
To the extent permitted by law, you shall pay the Bank’s reasonable costs and reasonable attorneys’ fees, including reasonable expert and consultant fees and the reasonable costs of investigation and response conducted by or at the direction of counsel, incurred in connection with: (a) any action to collect any amount you owe under this OBA; (b) any dispute arising out of this OBA or the Online Banking Services in which the Bank prevails or which arises from your breach of this OBA; (c) any claim by a third party to funds transferred through the Online Banking Services or asserting an interest in your Account(s); and (d) any action you or a third party takes regarding your Account(s) or the Online Banking Services that causes the Bank, in good faith, to seek the advice of an attorney, whether or not the Bank becomes a party to a dispute. You are not liable under this Section 9.3 for fees or costs of a dispute between you and the Bank in which you are the prevailing party. The Bank may debit any of your Accounts for such costs and fees when incurred. The obligations in this Section 9.3 are contractual indemnification obligations and an agreed allocation of loss, are enforceable as contract damages in this or a separate action, are independent of, and in addition to, Sections 9.1 and 9.2, and survive the termination of this OBA. For payment orders governed by UCC Article 4A, this Section 9.3 is an agreement varying UCC Article 4A to the extent UCC § 4A-501(a) permits; it does not vary any right or obligation that may not be varied by agreement, including under UCC §§ 4A-204(b), 4A-305(f), and 4A-402(f), and it does not reduce any amount UCC Article 4A requires the Bank to refund or pay. For Consumer Customers, nothing in this Section 9.3 is intended to limit or waive any rights or remedies that cannot be waived under applicable federal or state law, including rights provided under the EFTA and Regulation E.
ARTICLE 10: RISK OF LOSS
In the event of any system failure, interruption, error, delay, corruption, compromise, or malfunction affecting our Online Banking Platforms, including but not limited to failures of hardware, software, third-party networks, telecommunications, internet or cellular connectivity (whether the Bank’s, a third party’s, or your own), your computer, mobile phone, tablet, or other device used to access the Online Banking Platforms, power supply, or hosted systems, your online banking transaction data or Account information may be lost, corrupted, delayed, intercepted, or destroyed.
You are responsible for independently verifying, through alternative means, the accuracy, completeness, and finality of any transaction or activity involving your accounts that may be affected by such events.
With respect to the Bank’s Online Banking Platforms, and to the maximum extent permitted by law, the Bank shall have no liability for any failure to provide access to, or for any interruption, delay, unavailability, corruption, or loss of data or functionality relating to our Online Banking Platforms or your access to or display of Account information on those platforms, whether arising from system failures, maintenance, network issues, force majeure events, or any other acts, events, or circumstances beyond our direct control. You expressly assume all risks associated with your use of our Online Banking Platforms and Services in connection with your Account(s).
The Bank maintains security measures for the Online Banking Services. You acknowledge that no security system, technology, or procedure can guarantee complete security or error-free operation or prevent every unauthorized access or introduction of malicious code (including, without limitation, viruses, worms, Trojan horses, ransomware, spyware, or other harmful components). This paragraph describes the Bank’s practice. It is not a security procedure under UCC § 4A-201, is not part of any Security Procedure for payment orders, and does not vary Section 18.2 or any signed funds transfer agreement.
You further acknowledge and accept that use of open or unsecured networks, such as public Wi-Fi, inherently involves risks outside the Bank’s control and may expose your Security Credentials and/or Account(s) to compromise. You expressly assume all risk and responsibility for any unauthorized access, interception, data corruption, transmission errors, loss of data, and service availability limitations arising from your use of such public or unsecured networks in accessing the Online Banking Platforms.
With respect to your own systems and service providers, and to the maximum extent permitted by law, the Bank shall have no responsibility or liability for any delay, error, failure, malfunction, inaccessibility, unauthorized access, data loss, or other problem or damage you may experience in connection with your Account(s) that arises from or relates to the malfunction, misconfiguration, vulnerability, or misapplication of your own systems. You are solely responsible for, and expressly assume all risk arising from, the malfunction, misconfiguration, vulnerability, or misuse of your own systems or service providers. These risks include, without limitation, those associated with your internet service provider, wireless carrier, cloud provider, or any other communications or access provider, as well as any device, hardware, software, or equipment you use to access or interact with your Account(s) through our Online Banking Platforms (such as personal computers, mobile devices, routers, firewalls, operating systems, or security software). You further agree to indemnify, defend, and hold the Bank harmless from any claims, losses, costs, or damages (including attorneys’ fees and regulatory assessments) arising from or relating to your use or misuse of such systems, providers, or equipment.
If you are a Consumer Customer, nothing in this Article 10 limits or waives your non-waivable rights under applicable laws and regulations, including the EFTA and Reg. E.
ARTICLE 11: LIMITATION OF THE BANK’S LIABILITY AND NO WARRANTIES
Section 11.1 GENERAL LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, THE BANK, INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, STILL THE “BANK”), IS NOT LIABLE FOR ANY LOSS, DAMAGE, INJURY, COST, OR EXPENSE OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO:
(a) YOUR EQUIPMENT (E.G., COMPUTER, MOBILE DEVICE), SOFTWARE, BROWSER, OR OPERATING SYSTEM, OR THE INSTALLATION, MAINTENANCE, OR OPERATION THEREOF TO ACCESS AND/OR USE OUR ONLINE BANKING PLATFORMS AND SERVICES;
(b) ANY FAILURE OR MALFUNCTION OF ELECTRONIC OR MECHANICAL EQUIPMENT, COMMUNICATION LINES;
(c) TELEPHONE, INTERNET, OR OTHER INTER CONNECTION PROBLEMS, OR FAILURES OF INTERNET OR WIRELESS COMMUNICATIONS SERVICE PROVIDERS;
(d) INCOMPATIBILITY OF YOUR HARDWARE OR SOFTWARE WITH THE ONLINE BANKING PLATFORMS AND SERVICES;
(e) UNAVAILABILITY OR INTERRUPTION OF NETWORK ACCESS OR SYSTEM SERVICES; AND
(f) ANY OTHER TECHNICAL OR SYSTEM ISSUE BEYOND THE BANK’S REASONABLE CONTROL.
YOU FURTHER AGREE THAT THE BANK HAS NO LIABILITY FOR ANY CLAIM, LOSS, OR DAMAGE ARISING FROM YOUR DISCLOSURE, SHARING, OR FAILURE TO SAFEGUARD YOUR SECURITY CREDENTIALS OR FROM YOUR ACCESS TO THE ONLINE BANKING PLATFORMS AND SERVICES THROUGH PUBLIC, UNSECURED, OR COMPROMISED NETWORKS. YOU ASSUME ALL RESULTING RISK AND LIABILITY.
THE BANK IS ALSO NOT RESPONSIBLE OR LIABLE FOR LOSSES RESULTING FROM SPOOFING, PHISHING, FRAUDULENT IMPERSONATION OF THE BANK OR ITS EMPLOYEES, OR OTHER SOCIAL-ENGINEERING SCHEMES THAT LEAD YOU TO DISCLOSE, SHARE, OR OTHERWISE COMPROMISE YOUR SECURITY CREDENTIALS.
Section 11.2 LIMITATION OF LIABILITY FOR BUSINESS CUSTOMERS ONLY
FOR BUSINESS CUSTOMERS, THE BANK’S OBLIGATIONS AND LIABILITIES ARE GOVERNED BY UCC ARTICLE 4A, THE NACHA OPERATING RULES AND GUIDELINES, AND ANY APPLICABLE SPECIALIZED SERVICE AGREEMENT. IF YOU ARE A BUSINESS CUSTOMER, YOU AGREE THAT:
(a) THE BANK’S SOLE OBLIGATION TO YOU IS TO USE COMMERCIALLY REASONABLE EFFORTS TO PROCESS AND EXECUTE TRANSACTIONS IN ACCORDANCE WITH APPLICABLE AGREEMENTS AND LAW;
(b) THE BANK IS NOT LIABLE FOR ANY UNAUTHORIZED TRANSACTION ACCEPTED IN GOOD FAITH AND IN COMPLIANCE WITH THE APPLICABLE SECURITY PROCEDURE, WHETHER OR NOT AUTHORIZED BY YOU. THE BANK WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED TRANSACTION MADE USING YOUR SECURITY CREDENTIALS THAT OCCURS BEFORE YOU HAVE NOTIFIED THE BANK OF POSSIBLE UNAUTHORIZED ACCESS OR USE AND THE BANK HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED, OR OTHERWISE IMPROPER USE OF YOUR SECURITY CREDENTIALS; AND
(c) THE BANK’S AGGREGATE LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE TRANSACTION OR TRANSFER IN DISPUTE; PROVIDED THAT, FOR CLAIMS GOVERNED BY SECTION 18 OF THIS OBA, THE LIMITATION OF LIABILITY IN SECTION 18.4 CONTROLS.
UNDER NO CIRCUMSTANCE WILL THE BANK BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY. BUSINESS CUSTOMERS MUST PROMPTLY REVIEW ACCOUNT ACTIVITY AND NOTIFY THE BANK OF ANY ERRORS OR UNAUTHORIZED TRANSACTIONS WITHIN THE TIME FRAMES ESTABLISHED IN THE APPLICABLE SPECIALIZED SERVICE AGREEMENTS.
NOTHING IN THIS SECTION 11 DISCLAIMS RESPONSIBILITY FOR THE BANK’S OWN LACK OF GOOD FAITH OR FAILURE TO EXERCISE ORDINARY CARE TO THE EXTENT THAT RESPONSIBILITY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, INCLUDING VA. CODE § 8.4-103(a).
Section 11.3 “As Is” Disclaimer/No Warranties
Except as otherwise expressly provided in this OBA or an applicable Specialized Service Agreement, you understand and agree that your use of the Bank’s Online Banking Platforms and Services is at your sole risk. OUR ONLINE BANKING PLATFORMS AND SERVICES, INCLUDING RELATED CONTENT, INFORMATION, PRODUCTS AND FEATURES (INCLUDING THIRD-PARTY INFORMATION, PRODUCTS, AND CONTENT), WHETHER ORIGINATING FROM THE BANK OR FROM THIRD PARTIES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND ARE SUBJECT TO CHANGE WITHOUT NOTICE.
THE BANK MAKES NO REPRESENTATION OR WARRANTY THAT ANY ONLINE BANKING PLATFORM OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BANK EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AS TO OUR ONLINE BANKING PLATFORMS AND SERVICES AS WELL AS ANY INFORMATION, SERVICES, OR CONTENT (INCLUDING THIRD-PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE BANK’S WEBSITE.
Section 11.4 Payment Orders
For any claim arising from or related to payment orders as defined in UCC Article 4A, including without limitation wire transfers and ACH payments initiated through our Online Banking Platforms, the Bank’s liability is exclusively governed by the appropriate Specialized Service Agreement (e.g., the agreements for wire transfers or ACH) and the applicable security procedure and, as applicable, UCC Article 4A, Reg. J, and NACHA Operating Rules and Guidelines. In that regard, the Bank’s sole obligation to you with respect to the foregoing is to use commercially reasonable efforts to execute the payment order(s) at issue.
The general limitations in this Article 11 do not modify or expand the Bank’s obligations regarding payment orders under the aforesaid governing documents and rules. All transfers are final and irrevocable once accepted by the Bank, and the Bank has no obligation to reverse or amend any payment order after receipt. The Bank shall not be responsible or liable for delays, errors, or failures caused by intermediary, correspondent, or Federal Reserve banks, clearing houses, or other third parties involved in processing a transfer.
For Consumer Customers, payment orders that you initiate through the Online Banking Platforms and Services are EFTs subject to the EFTA and Reg. E; nothing in the preceding paragraphs shall limit your rights under those consumer protection laws. For Business Customers, however, wire transfers and ACH entries are not covered by the EFTA and Reg. E, but rather, they are governed by UCC Article 4A and the NACHA Operating Rules and Guidelines.
IN ANY EVENT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE BANK SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ITS AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO A PAYMENT ORDER, INCLUDING WIRE TRANSFERS OR ACH ENTRIES, IS LIMITED TO THE AMOUNT OF THE TRANSACTION OR TRANSFER IN DISPUTE.
ARTICLE 12: RECORDS
Section 12.1 Accuracy and Finality of Bank Records
The records we keep of your instructions, transactions, and communications, which are maintained in the ordinary course of Bank business, will be presumed and treated as accurate, final, binding, and conclusive. Such records may only be challenged if there is a manifest error, which means an obvious, objectively demonstrable mistake in the record itself (e.g., a clear clerical or arithmetic error). You agree that you bear the burden of proving any such error or discrepancy. The Bank’s records include any signed copy of this OBA, including an electronic-signature record and its certificate of completion, and the records the Bank or its technology providers maintain of your electronic acceptance of this OBA, the E-Sign Consent, any Specialized Service Agreement you accept electronically (including the Zelle Terms), and any Third-Party Terms, including the date and time of acceptance and, where recorded, the version accepted. Those records are conclusive evidence of your acceptance and of the terms you accepted.
Section 12.2 Statements vs. Online Banking Information
The Account statements we provide to you (whether paper or electronic) are the Bank’s official record of your Account activity and balance. The Bank provides your Account information through the Online Banking Platforms for your convenience. The Bank updates this information regularly, but it may later change if transactions or activities are corrected, reversed, or adjusted by the Bank during processing or reconciliation. The Account information displayed in the Online Banking Platforms is not the official record of the Bank, and you should not rely on it when making financial decisions because the Bank does not update it until after the Bank has settled the official record of your Account.
Section 12.3 Wire Transfer Records
Any wire transfer history displayed in the Online Banking Platforms is provided for your convenience only. The official record of all payment orders is maintained by the Bank pursuant to your Specialized Service Agreement for wire transfers, including its security procedure documentation. Your obligations to review and report discrepancies or unauthorized transactions relating to wire transfers are governed exclusively by those agreements, not by this OBA.
Section 12.4 Duty to Review and Report
All Customers have a duty to promptly review their Account statements, notices, transactions, and records and to report any errors, discrepancies, or unauthorized transactions within the procedures and time limits set by this OBA, the Account Agreement(s), and the applicable Specialized Service Agreement (e.g., the Bank’s ACH agreements or the Zelle Terms) or Third-Party Terms (e.g., the Jack Henry Terms). The Bank strongly recommends that all Customers review their Account activity daily. Because the return deadlines for checks and ACH entries are short, Business Customers must review their Account activity each Banking Day; for Consumer Customers, daily review is a recommendation only and does not shorten, waive, or otherwise affect the error-resolution timeframes and protections provided by the Electronic Fund Transfer Act and Regulation E.
For Business Customers: Failure to report errors, discrepancies, or unauthorized transactions within the required procedures and time limits will preclude you from asserting any claim or cause of action against the Bank arising from the unreported errors, discrepancies, or unauthorized transactions. This preclusion applies equally to losses that enrollment in, or timely use of, Positive Pay or Reverse Positive Pay under Section 5.8 would have prevented.
For Consumer Customers: Your duties to review and report are also governed by the EFTA and Reg. E. Nothing in this OBA, including this Section 12.4, limits or waives your non-waivable rights and protections under the EFTA and Reg. E. In the event of a conflict between this OBA and the EFTA and Reg. E, the terms and requirements of EFTA and Reg. E control. Accordingly, the preceding Section 12.4 does not apply to Consumer Customers. If you are a Consumer Customer and you fail to report an error, discrepancy, or unauthorized electronic fund transfer within the timeframes required by Reg. E, however, you may be responsible for additional losses, as provided by law.
ARTICLE 13: ELECTRONIC COMMUNICATIONS AND CONSENT
You may communicate with us regarding Account inquiries, maintenance, or problem resolution by using our secure messaging system within the applicable Online Banking Platform. While you may contact us via regular (non-secure) email, please be aware that such communication channels may not offer the same level of security as our internal secure messaging system. For this reason, we recommend that you avoid including sensitive or confidential information when using regular email. There may be circumstances requiring immediate attention, such as reporting lost or stolen Security Credentials or requesting a stop payment, where neither email nor secure messaging is appropriate. In such cases, you must call us promptly by telephone at the applicable number published on the Bank’s website at chainbridgebank.com. Any chat, digital support, or similar messaging feature within the Online Banking Platforms is provided for routine service inquiries only. Except as the EFTA and Reg. E provide otherwise for Consumer Customers, a chat message is not effective notice of unauthorized activity, suspected fraud, a lost or stolen Security Credential, or a stop payment request, each of which requires telephone notice; stop payment requests are additionally governed by Section 5.2 and your applicable Account Agreement.
We may provide notices, disclosures, statements, agreements, and other communications related to your Account(s) or our Online Banking Services (“Communications”) in electronic form, as permitted by law. Your rights and our obligations regarding electronic delivery are governed by the E-Sign Consent, which you must review and accept before we deliver legally required Communications electronically. By enrolling in and using the Online Banking Services, you agree that we may communicate with you electronically in accordance with that disclosure and consent. Your acceptance of the E-Sign Consent applies to this OBA and to all Communications regarding your Account(s) and our Online Banking Services.
For Consumer Customers, the Bank’s initial Electronic Fund Transfer disclosure (including the error-resolution notice required by Reg. E, 12 C.F.R. § 1005.7(b)(10) and § 1005.8) is provided separately at account opening and is available on request or through the Online Banking Platforms. Nothing in this OBA modifies the timing, content, or delivery of that disclosure.
Unless otherwise required by law, any notice we provide under this Agreement may be delivered electronically (including through the Online Banking Platforms, secure messaging, or email) or by mail to your most recent address on file. Notices are deemed given when made available to you on the Online Banking Platforms or sent to you electronically, or three (3) Banking Days after physical mailing.
ARTICLE 14: THE CHAIN BRIDGE BANK, N.A. WEBSITE
Section 14.1 Ownership
The content, information, and offers presented on our website are the copyrighted property of, or are licensed to, Chain Bridge Bank, N.A. We grant you a non-exclusive, limited, and revocable license to access and use our website solely for your personal use or internal business purposes, as applicable depending on your classification as a Consumer Customer or Business Customer, respectively. The same license extends to your use of our Online Banking Platforms, which you can access through the website. All other rights are reserved.
Without the Bank’s express prior written consent, you may NOT:
(a) Use the website or Online Banking Platforms for any other purpose beyond the scope of this license;
(b) Copy, reproduce, distribute, transmit, publish, display, perform, modify, create derivative works, co-brand, link, frame, mirror, scrape, or resell any portion of the website or Online Banking Platforms; or
(c) Utilize any automated device, bot, or scraping technology to access or use the website or Online Banking Platforms.
For the avoidance of doubt, all of the above constitute unauthorized use and are strictly prohibited.
Our website and Online Banking Platforms are based in and operated from the United States, and they may be owned, hosted, or controlled by us, our affiliates, or a third-party service provider engaged by us. The website may also be used to deliver other Internet-based services offered by us or our affiliates. We make no representation or warranty that our website or our Online Banking Platforms are available or appropriate for use in jurisdictions outside the United States. If you choose to access our website or use our Online Banking Platforms from a location outside the United States, you do so at your own risk and are solely responsible for complying with all applicable local, national, and international laws, including any laws requiring governmental approvals or licenses to access such services.
Section 14.2 Website Links
Our website and Online Banking Platforms may contain hyperlinks or references to other websites, portals, or online services. Some of these links may direct you to websites, portals, or services operated by or on behalf of the Bank (the “Bank-Owned Links”), which include for example, websites and portals relating to account opening, mortgage applications, or investor relations. If you engage with the Bank-Owned Links, your use is subject to this OBA, your applicable Account Agreement(s), and any additional terms, requirements, and policies provided by those websites, portals, or online services.
Other hyperlinks on our website may direct you to websites, applications, or resources that are NOT owned, operated, or controlled by the Bank (the “Third-Party Links”). When you open and use such Third-Party Links, you do so subject to the terms and conditions, privacy policies, and security practices of those third-party websites, applications, or resources. We do not control and are not responsible or liable for the content, services, products, information, advertisements, availability, or practices on or accessible through those Third-Party Links. We make no representations or warranties regarding, and do not endorse or guarantee, the accuracy, quality, suitability, or reliability of any information, services, products, or recommendations offered on or through such third-party websites.
You further acknowledge that Third-Party Links may not provide the same level of security as our own website and may maintain privacy policies that differ from ours. It is your responsibility to review the terms of use, privacy policy, and security practices of any linked third-party website before disclosing personal information or engaging in any transactions on such websites. Your access to, use of, and reliance upon Third-Party Links and their content, products, or services is entirely at your own risk.
For the avoidance of doubt, and notwithstanding anything to the contrary in Articles 9 through 11 of this OBA, the Bank disclaims any and all liability for losses, damages, claims, or expenses of any kind, including without limitation direct, indirect, incidental, consequential, or punitive damages, arising from or related to your access to or reliance on any Third-Party Link. You further agree to indemnify and hold harmless the Bank from any claims or liabilities (including reasonable attorneys’ fees) arising out of your use of third-party websites.
ARTICLE 15: CONFIDENTIALITY AND PRIVACY
Section 15.1 In General
Protecting the confidentiality and privacy of our Customers is one of our highest priorities. We and you each agree to maintain as confidential, and to use solely for the purposes set out in this OBA, all non-public information or data obtained from the other, except as expressly permitted herein or required by law. We will exercise reasonable safeguards to protect your information in a manner consistent with applicable law, Office of the Comptroller of the Currency (“OCC”) guidance, and industry standards.
Consumer Customers: If you are a Consumer Customer, our Privacy Statement (the “Statement” or “Policy”) governs how we collect, use, and share your information in compliance with applicable financial privacy laws and regulations, including the Gramm-Leach-Bliley Act (“GLBA”) and Regulation P (“Reg. P”). You will receive a copy of the Statement when you first open an Account with us and on an annual basis as required by law. The most recent version of the Policy will always be available on our website.
NOTE: By accessing and using our Online Banking Services, you acknowledge and agree to the terms of the Privacy Statement, which are incorporated herein by reference. Nothing in this OBA waives, limits, or restricts your non-waivable rights under applicable consumer protection laws and regulations, including the EFTA and Reg. E.
Business Customers: If you are a Business Customer, you acknowledge that you are not entitled to the statutory and regulatory privacy protections available to consumers. Your information-use and confidentiality rights in connection with our Online Banking Services are governed solely by this OBA and your Account Agreement(s).
Section 15.2 Information Sharing and Use
The provisions of this Section 15.2 apply to Consumer and Business Customers and are in addition to the privacy and confidentiality terms described in Section 15.1 and our Privacy Statement. The following terms govern how the Bank and its affiliates, processors, and service providers collect, use, process, transmit, and share your information, including information about you and your Account(s), in connection with your use of our Online Banking Platforms and Services.
Service Delivery: The Bank may use your information and share it with third parties as necessary to provide our Online Banking Services; operate our Online Banking Platforms; process transactions; maintain your Account(s); manage risk; and communicate with you.
Permitted Disclosures: The Bank may disclose your information to affiliates, processors, service providers, regulators, law enforcement, auditors, and/or other third parties: (i) as permitted or required by law or regulation; (ii) to prevent fraud, manage risk, or maintain security; (iii) in response to a subpoena, court order, regulatory examination, or other lawful demand or process compelling disclosure; or (iv) in connection with a merger, acquisition, divestiture, or other corporate transaction involving the Bank or its affiliates.
Third-Party Service Providers: The Online Banking Platforms and certain Online Banking Services are provided by the Bank through third-party service providers, such as Jack Henry and its affiliated service networks. By using the Online Banking Platforms and Services, you consent to the Bank sharing your information as necessary to deliver such Services. Each third-party service provider’s information use and sharing practices are governed by its own agreements and policies, and the Bank disclaims all responsibility and liability for those providers’ use of data consistent with their own agreements and policies.
Security and Safeguards: The Bank maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of your information in accordance with the GLBA, Reg. P, and FFIEC Guidance, all as applicable. As part of due diligence, the Bank also requires its third-party service providers to implement and maintain appropriate safeguards for Customers’ privacy and information security that are consistent with applicable law and Bank policies and procedures. However, no system is fail-safe, and you acknowledge and accept the inherent risks of Internet and electronic communications by engaging with our Online Banking Platforms and Services.
Section 15.3 License Grant
Subject to the limitations described in this OBA, you hereby grant the Bank a limited, non-exclusive, worldwide, and royalty-free license to use, copy, modify, display, distribute, store, and create derivative works from any information, data, materials, or other content you provide or submit through or in connection with your use of the Online Banking Platforms and Services, solely for the Bank’s purpose of providing and operating the Services in accordance with this OBA and applicable law.
By submitting your information as such, you represent and warrant that you are the lawful owner of, or have the necessary or requisite rights and authority to provide, such information and to grant this license. For the avoidance of doubt, you retain all rights, title, and interest in your information, and this license does not transfer ownership of your information to the Bank.
Except to the limited extent necessary for the Bank to comply with applicable law, complete transactions, and/or meet regulatory record-retention requirements, this license automatically terminates when you cease using the Online Banking Platforms and Services or when you close all your linked Accounts.
Section 15.4 Assumption of Risk and Indemnification
For Business Customers: If you provide inaccurate, unauthorized, infringing, or incomplete information to us OR if any information you provide us causes a claim, regulatory action, investigation, or liability, you agree to indemnify, defend, and hold harmless the Bank and its officers, directors, employees, agents, successors, and assigns from any and all resulting losses, damages, penalties, fines, and/or expenses (including attorneys’ fees and costs). For the avoidance of doubt, this Section 15.4 applies only to Business Customers.
For Consumer Customers: The indemnity required under the previous Section 15.4 does NOT apply to Consumer Customers except to the limited extent permitted by applicable law.
ARTICLE 16: TERMINATION
Section 16.1 The Bank’s Right to Terminate
We may, in our sole discretion, suspend, restrict, or terminate your access to and use of any of our Online Banking Platforms and Services under this OBA at any time, for any reason or no reason, with or without prior notice to you, without liability to you. We may suspend, restrict, or terminate your access and use immediately if:
(a) We determine, detect, or reasonably suspect unauthorized activity, fraud, security compromise, and/or violation of law involving your Account(s), Security Credentials, or general access and use of our Online Banking Platforms and Services;
(b) You have breached any term of this OBA, your Account Agreement(s), or any Specialized Service Agreement; or
(c) Such immediate suspension or termination is required (a) by law, regulation, supervisory authority, court order, or other lawful demand or process or (b) to protect us and/or our affiliates from reputational, operational, legal, regulatory, or franchise risk.
We may also suspend, restrict, or terminate your access to and use of our Online Banking Platforms and Services for system maintenance, security reasons, inactivity, or discontinuation of a product or service.
Section 16.2 Your Right to Terminate
You may terminate your use of our Online Banking Platforms or any specific Online Banking Service at any time by notifying us through the contact channels published on the Bank’s website at chainbridgebank.com or through your assigned Relationship Officer. Your termination of the Online Banking Platforms and/or Services is effective only after we have received your notice and had commercially reasonable time and opportunity to act on it.
Section 16.3 Effect of Termination
In the event our Online Banking Platforms and/or any of our Online Banking Services are terminated, whether by us or by you, the Bank reserves the right to cancel all pending, in-process, or scheduled transactions connected to your Account(s) without notice or liability. You are solely responsible for any resulting loss or risk and for any subsequent obligations arising from the cancellation. Following termination under this OBA, you must complete re-enrollment and satisfy all authentication and security requirements before you may resume access to or use of our Online Banking Platforms and/or Online Banking Services.
Section 16.4 Obligations Surviving Termination
Termination by either you or us shall not: (i) affect your obligations or rights with respect to transactions initiated, scheduled, or processed before the effective date of termination; (ii) relieve you of any indemnification obligations or any liability accrued or incurred under this OBA; or (iii) limit, restrict, or waive our rights and remedies for your breach or default.
Articles 9, 10, 11, 12, 15, and 16, Section 17.1, and Article 18 shall survive termination of this OBA and/or your use of the Online Banking Platforms and Services and shall remain in full force and effect.
Section 16.5 Effect on Specialized Services
Termination under this Article 16 automatically terminates access to certain Specialized Services available through our Online Banking Platforms, including but not limited to Wire Transfer and ACH Services. Termination of the OBA does not terminate your separate Specialized Service Agreement(s), including without limitation your Specialized Service Agreements for wire transfers and ACH and their required supporting security procedure documentation, which remain in effect according to their own terms and conditions. Conversely, termination of any Specialized Service Agreement immediately suspends your access to and use of that service through our Online Banking Platforms.
Section 16.6 Third-Party Platforms and Services
Termination of this OBA and/or your use of the Online Banking Platforms and Services does not amend, modify, or terminate the effectiveness of, or your continued obligations under, the Third-Party Terms, which include without limitation the Jack Henry Terms. Per Article 1 of this OBA, because the Bank is not a party to the Third-Party Terms between you and any third-party service provider, we disclaim all responsibility and liability for those third-party service providers’ performance of their contractual obligations to you.
ARTICLE 17: MISCELLANEOUS
Section 17.1 Governing Law, Jurisdiction, and Venue
This OBA shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. Additionally, this OBA, the Online Banking Services, and your Account(s) are at all times subject to the laws and regulations of the United States of America. To the extent that the terms of this OBA conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this OBA shall remain in full force and effect.
You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Commonwealth of Virginia located in Fairfax County, Virginia, and the United States District Court for the Eastern District of Virginia for any action or proceeding arising out of or relating to this OBA, the Services, or your Accounts. You further agree that venue shall be proper in such courts and waive any objection that such courts are an inconvenient forum. Notwithstanding the foregoing, any action or proceeding arising out of a funds transfer governed by Subpart B of Federal Reserve Regulation J (12 C.F.R. Part 210) shall be brought exclusively in the United States District Court for the Eastern District of Virginia or, only if federal jurisdiction is lacking, in the Circuit Court of Fairfax County, Virginia. To the fullest extent permitted by law, you and the Bank each waive any right to a trial by jury, provided not prohibited by state or federal law, in any action or proceeding arising out of or relating to this OBA, the Online Banking Services, or your Account(s). If you are a Business Customer, you further waive any right to bring or participate in any class, collective, or representative action against the Bank, and any claim you assert will proceed on an individual basis only.
Section 17.2 No Waiver
We shall not be deemed to have waived any rights or remedies under this OBA, 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 hereunder shall constitute or serve as a waiver of those 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.
Section 17.3 Assignment
You may not assign any rights or obligations you have under this OBA to any party, whether person or entity, without our prior written consent, which we may withhold in our sole discretion. We reserve the right to assign this OBA to our holding company or to any future direct or indirect subsidiary of our holding company. We may also assign or delegate certain of our rights and responsibilities under this OBA to our affiliates, processors, or service providers.
Section 17.4 Severability
If any term of this OBA is held invalid or unenforceable by a court of competent jurisdiction, that term shall be struck; the remaining terms shall not be affected by such holding or interpretation and shall stay valid and enforceable, as written, to the fullest extent permitted by law.
Section 17.5 Survival
Articles 9, 10, 11, 12, 15, and 16, Section 17.1, and Article 18 shall survive termination of this OBA, your Account(s) and/or your use of the Online Banking Platforms and Services and shall remain in full force and effect.
ARTICLE 18: ADDITIONAL TERMS FOR BUSINESS CUSTOMERS ONLY
This Article 18 applies only to Business Customers. If you are a Consumer Customer using our Online Banking Platforms and Services solely for personal, family, or household purposes, this Section does not apply to you and may be disregarded.
This Article 18 supplements, and does not limit, replace, or modify, the Business Customer–applicable terms contained in prior sections of this OBA. If there is any conflict between this Article 18 and those earlier terms, this Article 18 controls.
Section 18.1 Security Procedures for Online Banking Payment Orders
The Security Procedure for the funds transfers described in Section 18.2 that are not governed by a signed funds transfer agreement consists of the authentication controls the Online Banking Platforms perform on your instructions: sign-on authentication through a method the Bank presents under Section 4.1, the multi-factor authentication Section 18.3 requires, the Security Credentials assigned to your users, and any dual authorization or other fraud-control election you accept in the Online Banking Platforms. The Bank offers each optional fraud-control tool it makes available for these Services, and the Bank’s records of your elections, including platform enrollment records, are your written record of what the Bank offered and what you accepted or refused. You agree that this Security Procedure is a commercially reasonable method of providing security against unauthorized instructions, considering your circumstances as you have made them known to the Bank, including the size, type, and frequency of the transfers you initiate, the alternatives and optional tools the Bank offered, the choices you accepted or refused, and security procedures in general use by similarly situated customers and banks.
Any instruction, payment order, or transaction verified in accordance with those procedures will be effective as your order and binding on you, whether or not actually authorized, provided we acted in good faith and in compliance with the Security Procedure in processing it. The Security Procedure is for authentication only and is not designed to detect errors in the content or amount of a payment order.
Section 18.2 Payment Orders Initiated Through the Online Banking Platforms
Payment orders governed by a signed funds transfer agreement between you and the Bank (including any wire transfer or ACH origination agreement and its signed security procedure documentation) are exclusively governed by that agreement, whatever its terms. This OBA does not restate, supplement, or vary the transmittal methods, security procedures, verification steps, contact information rules, or recording practices stated in those documents. For funds transfers you initiate through the Online Banking Platforms that are not governed by such an agreement (for example, Bill Pay payments, FI-to-FI Transfers, instant payments you send through the Instant Payment Services, and, if the Bank enables it for Business Customers, the Zelle Payments Service), the authentication controls described in Section 18.1, together with any dual authorization you elect, are the agreed Security Procedure. That Security Procedure is a security procedure agreed between the Bank and the Customer within the meaning of UCC §§ 4A-201 and 4A-202, and acceptance of this OBA by any acceptance route, including acceptance or use by an Administrator or Authorized User, is the Customer’s agreement to it. YOU EXPRESSLY AGREE IN WRITING TO BE BOUND BY ANY PAYMENT ORDER OR INSTRUCTION, WHETHER OR NOT AUTHORIZED, ISSUED IN YOUR NAME AND ACCEPTED BY THE BANK IN COMPLIANCE WITH THAT SECURITY PROCEDURE AND IN GOOD FAITH. You further agree, pursuant to UCC § 4A-202(b), that the Security Procedure is a commercially reasonable method of providing security against unauthorized payment orders, and that you bear any loss caused by an unauthorized payment order if (i) the Security Procedure is commercially reasonable and (ii) the Bank accepted the payment order in good faith and in compliance with the Security Procedure. Except as Sections 18.1 and 18.2 expressly provide, or as a signed funds transfer agreement expressly states, no provision of this OBA, and no security measure, monitoring process, alert, fraud-control practice, platform feature, or callback the Bank employs, offers, or performs, is part of any security procedure under UCC § 4A-201 for any payment order, and none varies the Security Procedure stated in, or the allocation of loss under, any signed funds transfer agreement or this OBA. For Consumer Customers, this paragraph does not limit any non-waivable right or protection under the EFTA and Reg. E.
Section 18.3 Fraud-Control and Notice Obligations
You agree to implement and maintain commercially reasonable internal controls to safeguard Security Credentials and prevent unauthorized activity, including user access controls, segregation of duties, and, where appropriate, dual authorization for high-risk transactions such as wires or ACH. You must enroll in and maintain multi-factor authentication for every user with administrative access to the Online Banking Platforms, and failure to maintain multi-factor authentication is a breach of this OBA.
You must immediately notify the Bank through the official communication channels identified in this OBA of any suspected security breach, compromised credentials, or unauthorized payment order. Notice is effective only when received by the Bank.
Your failure to notify us promptly may preclude your claims to the extent provided in your Account Agreement and the applicable Specialized Service Agreement, and you must indemnify and hold the Bank harmless from losses, costs, or expenses (including attorneys’ fees) attributable to your delay.
Any departure from dual authorization for payment orders governed by a signed funds transfer agreement is elected and documented as that Specialized Service Agreement and its security procedure documentation provide, and you assume all risk resulting from the departure.
Section 18.4 Specific Limitation of Liability
The Bank will have no liability for any unauthorized transaction initiated with your Security Credentials that occurs before you notify us and give us a commercially reasonable opportunity to act. You expressly assume all risk of fraudulent, unauthorized, or improper use of your Security Credentials.
To the maximum extent permitted by law, our total liability to you for all claims arising under this Article 18 is limited to documented, direct damages not exceeding the lesser of the amount of the transaction in dispute and the total fees you paid to the Bank for the relevant Service in the twelve (12) months preceding the event giving rise to the claim. The Bank will not be liable for any special, incidental, indirect, consequential, exemplary, or punitive damages, including lost profits, loss of business, or attorneys’ fees, even if advised of the possibility of such damages.
ACCEPTANCE AND EXECUTION
You may accept this OBA by any of the following, and each binds you to it: (i) signing this OBA, electronically (including through the Bank’s electronic signature and document execution platform) or on paper; (ii) indicating your acceptance electronically within an Online Banking Platform or an enrollment process, including by selecting “I Agree,” checking an acknowledgment box, or taking a similar action; or (iii) enrolling in, accessing, or using the Online Banking Platforms or Services, or permitting any other person to do so. A signature is not required for this OBA to bind you, and no absence of a signature limits the effect of your acceptance by any other route.
If you are a Business Customer, this OBA is signed on your behalf by an authorized officer or by another person authorized to execute agreements for you under your governing documents or under the entity authorization resolution or other authorization documentation on file with the Bank. Whoever signs or accepts this OBA on your behalf represents and warrants that he or she is duly authorized to do so and to bind you and each of your Accounts, and the Bank may rely on that representation without further inquiry. Your use of the Online Banking Platforms after execution ratifies the signer’s authority.
