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Online Cash Manager Terms and Conditions
SUNTRUST ONLINE CASH MANAGER AGREEMENT

This Agreement ("Agreement") governs the use of the SunTrust Online Cash Manager services ("the Service") including the terms and conditions of the Bill Pay Service and is made and entered into by and between SunTrust Bank ("Bank") and each sole proprietor or business entity that makes use of the Service ("Customer," also referred to as "you"). Each Customer is liable for all transactions initiated through the Service, including overdrafts, even if the Customer did not participate in the transaction.

The Service is accessed through a computer and modem to electronically connect with a database that allows you to view Account balance and transaction information, transfer funds among designated Accounts, pay bills from designated Accounts, draw on credit Accounts, send secure electronic mail to Bank and receive electronic mail from Bank, effect stop payments, add Accounts to the Service relationship, view statements and retrieve images of checks and statements. All Accounts that you designate for inclusion under the Service shall be referred to as Designated Accounts.

The terms and conditions of any deposit Account, rules and regulations, schedule, signature card, credit agreement, including any disclosures made pursuant to such agreements, or authority executed by or made available to Customer and any subsequent amendments to any of the foregoing, are incorporated herein by reference. Credit agreements may include credit card agreements you have with Bank. However, if there is any conflict or inconsistency between the terms and conditions stated in the other agreements and those of this Agreement, the terms and conditions of this Agreement shall control to the extent of such conflict or inconsistency. The terms and conditions of this agreement may be modified or amended by Bank upon written notice sent to you or by posting to the Web Site and sending you an Alert Notice or similar written notice thereof. Your continued use of the Service after such notification of change shall be understood as your agreement to be bound by all such changes.

Some of the transactions permitted under this Agreement are governed by the Electronic Funds Transfer Act and some terms and conditions included in the Agreement are required by this Act.


AGREEMENT REVISION HISTORY

11/11/07

  • Agreement Revision History section added
  • Password and Security Procedures section modified


CONSENT TO ELECTRONIC CONTRACTING

You agree that Bank may make agreements with you concerning the Service by electronic means. All agreements entered into by electronic means will be deemed valid, authentic and shall have the same legal effect as agreements entered into in writing. You will be deemed to have received any electronic messages sent to you if such messages are sent to the latest email address you have provided to Bank. You further agree that electronic copies of communications are valid as “originals” and you will not contest the validity of the electronic copies, absent proof of altered data or tampering. This consent to the use of electronic agreements and communications shall apply to all agreements and communications made in conjunction with this agreement and the Service.

ELECTRONIC CONSENT TO THE SERVICE

By clicking on the "Accept" button below on the Consent Form in the electronic version of this Agreement, you indicate your execution and acceptance of the electronic delivery of this Agreement and your authorization and informed consent to the electronic Alert Notice and delivery of Electronic Records selected for your Designated Accounts as described in this Consent Form. By executing this Consent Form, and accepting the terms and conditions of this Agreement, you represent and warrant that you are authorized to do so on behalf of all Owners for the Designated Accounts.

PASSWORD AND SECURITY PROCEDURES

When you begin to use the Service, you will receive a temporary password or self-select a password, which will allow you access to your Account information. Use of the password will indicate to Bank your acceptance of the terms and conditions governing your Account(s) and this Agreement and if applicable, the Bill Pay Service terms and conditions.

The representative to whom we send the initial temporary password shall be the “Company System Administrator,” with authority to administer your use of the Services. You may also designate one or more additional persons to serve as Company System Administrators. You agree that any person(s) you designate as a Company System Administrator has full authority to any existing or future Service transaction, function, and Account associated with the Service. The Company System Administrator shall be responsible for managing access to and use of the Service by other persons and for limiting, where you deem appropriate, the level and extent of such access. The Company System Administrator will assign unique user identification numbers to such authorized persons and will set and, as needed, reset passwords for all users of the Service. You agree that Bank may rely on any instruction given by the Company System Administrator in relation to the Service and your Accounts.

Any Service transactions, including, but not limited to accessing Account information, making transfers, giving transfer-related instructions or utilizing the electronic bill payment service, initiated by person(s) on behalf of a commercial Customer by entering the correct password is deemed to have been effected with full authority of the Board of Directors, members, general partners or other governing body, as applicable, of the Customer. Each time you access Account information or perform any other Service transactions, you will be required to enter your password. Bank has no obligation to verify, by telephone or by any other means, any transaction request it receives from you through the Service. If any person's password is lost or stolen, or is known by an individual other than the Company System Administrator, you must notify Bank immediately. Failure to notify Bank promptly could result in loss of funds. You may contact Bank at 800.382.3232 to report any security breach. Bank reserves the right to prevent access to Service should we have reason to believe the confidentiality of your passwords has been compromised.

You understand that Bank has implemented security procedures for the purpose of verifying the authenticity of the payment instructions transmitted to Bank by you ("instructions"), and not for the purpose of detecting errors in such instructions. Such security procedure includes (i) a unique user identification number and password, and (ii) encryption. You agree that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. You agree to be bound by any instruction issued by you and received and verified by Bank in accordance with such security procedures, and you shall indemnify and hold Bank harmless from and against any loss suffered or liability incurred by, or arising from, the execution of instructions in good faith and in compliance with such security procedures.

In an effort to provide the highest degree of confidentiality and security, Bank recommends the use of browsers that provide encryption using a 128-bit key. The higher the level of encryption, the harder it is for unauthorized people to read information. Commercial off-the-shelf browsers typically support 40-bit encryption; however, many browser suppliers (Netscape and Microsoft) offer special 128-bit encryption versions, available for download from their respective websites. Bank recommends that Customers protect their valuable financial information by using the most secure encryption possible. Bank is not liable for losses resulting from the use of 40-bit encryption. If you elect to use the 40-bit browser, this implies your acceptance of this risk.

COMPUTER EQUIPMENT AND SOFTWARE

You are solely responsible for the maintenance, installations and operation of your computer and for the software used in accessing the Service. Bank shall not be responsible for any errors, deletions, or failures that occur as a result of any malfunction of your computer or software, nor will Bank be responsible for any computer virus that affects your computer or the software while using the Service.

By accessing the Service through the World Wide Web, you agree that Bank shall not be liable for any indirect, incidental, or consequential costs, expenses or damages (including lost savings or profit, lost data, business interruption or attorney's fees).

Additionally, you must have an Internet Service Provider, an email address, and a browser to utilize Service through the Internet.

ACCOUNT REQUIREMENTS

To subscribe to the Service, you must maintain at least one business Account with Bank which may include the following types of Accounts: checking Account, savings Account, money market Account, or eligible loan or line of credit ("Accounts"). The Service will allow you to access more than one Account to view Account balance and transaction information, transfer funds among designated Accounts, pay bills from designated Accounts (not savings Accounts), send electronic mail to Bank and receive electronic mail from Bank.

Bank reserves the rights, at all times, to decline Customer’s designation of an Account, to deny Customer the ability to access the Service, to limit access or transactions, or to revoke a Customer's access to Service, each without advance notice to Customer.

TRANSFER LIMITS AND DAILY PROCESSING DEADLINES

Account information displayed through the Service is the current information at the time the transaction takes place. Payments, Advances, Draws and Funds Transfers between Account(s) initiated on your computer using the Service and received by Bank or its agent(s) by the Daily Cut-Off Time (as detailed on the Transfers screen in the Service) will be effective on the current business day. Payments, Advances, Draws and Funds Transfers processed on your computer using the Service and received after the Daily Cut-Off Time or all day Saturday, Sunday, and banking holidays will be effective the following business day. Transfers made from a deposit Account in payment to a credit Account before the Daily Cut-Off Time will be credited on the current business day, while those made after the Daily Cut-Off Time will be credited as of the next business day.

Transfers, payments and draws are limited the balance or availability of the Account; provided that no transfer, payment or draw may be for less than $.01 or more than $99,999,999.99. Transfers made from a credit Account as an Advance to a deposit Account have a daily limit of $50,000.00. If your transfer, payment or draw exceeds the balance in the Account or the outer limits stated above, it will not be processed. Only one payment per day is permitted to a credit Account through the Service. Draws against credit Accounts are subject to any limits, as to frequency, amount or otherwise, provided in the underlying credit agreement. Transfers from deposit Accounts can be one-time, recurring and/or future transfers. Each transfer to a deposit Account resulting from a draw against a credit Account must be transacted on a one-time basis.

PAYMENT, ADVANCE OR FUNDS TRANSFER AUTHORIZATION AND REMITTANCE

Provider (as defined below) will use reasonable efforts to effect all of your payments (including Payments under the Bill Pay Service), advances and funds transfers as instructed by you in accordance with the requirements of the Service. Provider shall incur no liability and any Service Guarantee shall be void if Provider is unable to complete any payment, advance or funds transfers initiated by you because of the existence of any one or more of the following circumstances:

  1. If, through no fault of Provider, your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your overdraft account;
  2. If funds available to be drawn under your credit Account are not sufficient to complete the transfer;
  3. The payment, advance or funds transfer function is not working properly and you know or have been advised by Provider about the malfunction before you execute the transaction;
  4. You have not provided Provider with the correct Payment Account information or the correct name, address, phone number, or account information for the Biller; and/or
  5. Circumstances beyond control of Provider (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and Provider has taken reasonable precautions to avoid those circumstances.


Provided none of the foregoing exceptions are applicable, if Provider causes an incorrect amount of funds to be removed from your Payment Account or drawn against your credit Account or causes funds to be directed to a Payment Account which does not comply with your Payment Instructions, Provider shall be responsible for returning the improperly transferred or drawn funds to your Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.

FUNDS TRANSFER CANCELLATION REQUESTS

You may cancel or edit any scheduled funds transfer (including recurring funds transfers) by following the directions within the application. There is no charge for canceling a scheduled funds transfer. Once Bank has begun processing a funds transfer it cannot be cancelled or edited.

WITHDRAWAL TRANSACTION LIMITATIONS

The restrictions on the number of withdrawals from your savings and money market Accounts apply to payments and funds transfers between Accounts and bills paid from these Accounts initiated through the Service.

ELECTRONIC MAIL

Electronic Mail (Secure Messages) to Bank may be delayed; therefore, if you need Bank to receive information concerning your Account immediately, you must contact Bank in person or by telephone (i.e. stop payments, to report a lost or stolen card or to report unauthorized use of your Account). Bank shall have a reasonable period of time after receipt to act on requests or information you send by electronic mail.

You may access Account information through the Service 24 hours a day, seven days a week, except for interruptions due to maintenance or matters beyond Bank's control.


TERMS AND CONDITIONS OF THE BILL PAY SERVICE

If you choose to subscribe to the Bill Pay Service in addition to the Service, you are subject to the following additional terms and conditions. Selection of the Bill Pay Service will enable you to make payments (either one time or recurring payments) online from your designated checking or money market deposit account to Billers as you direct; and use the e-bill payment feature to receive bill from participating Billers, view Biller bill summary and bill detail information.

SERVICE DEFINITIONS

"Bill Pay Service" means the bill payment service offered by Bank through CheckFree Services Corporation (together, "Provider").

"Biller" is the person or entity to which you wish a bill payment to be directed or is the person or entity from which you receive electronic bills.

"Payment Instruction" is the information provided by you to the Bill Pay Service for a bill payment to be made to the Biller (such as, but not limited to, Biller name, Biller account number, and Scheduled Payment Date).

"Payment Account" is the checking Account from which bill payments will be debited.

"Billing Account" is the checking Account from which all Bill Pay Service fees will be automatically debited.

"Business Day" is every Monday through Friday, excluding Federal Reserve holidays.

"Scheduled Payment Date" is the day you want your Biller to receive your bill payment and is also the day your Payment Account will be debited, unless the Scheduled Payment Date falls on a non-Business Day in which case the previous Business Day will be considered to be the Scheduled Payment Date.

"Due Date" is the date reflected on your Biller statement for which the payment is due. It is not the late date or grace period.

"Scheduled Payment" is a payment that has been scheduled through the Bill Pay Service but has not begun processing.

BILL PAYMENT SCHEDULING

The earliest possible Scheduled Payment Date for each Biller (typically four (4) or fewer Business Days from the current date) will be designated within the application when you are scheduling the payment. Therefore, the application will not permit you to select a Scheduled Payment Date less than the earliest possible Scheduled Payment Date designated for each Biller. When scheduling payments you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement unless the Due Date falls on a non-Business Day. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period.

THE SERVICE GUARANTEE

Due to circumstances beyond the control of Provider, particularly delays in handling and posting payments by Billers or financial institutions, some transactions may take longer to be credited to your account. Provider will bear responsibility for any late payment related charges up to $50.00 per payment, should a payment post after its Due Date as long as the payment was scheduled in accordance with the guidelines described under "Bill Payment Scheduling" in this Agreement.

PAYMENT AUTHORIZATION AND PAYMENT REMITTANCE

By providing the Bill Pay Service with names and account information of Billers to whom you wish to direct payments, you authorize the Bill Pay Service to follow the Payment Instructions that it receives through the payment system. In order to process payments more efficiently and effectively, the Bill Pay Service may edit or alter payment data or data formats in accordance with Biller directives.

When the Bill Pay Service receives a Payment Instruction, you authorize Provider to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. You also authorize Provider to credit your Payment Account for payments returned to the Bill Pay Service by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of the Bill Pay Service.


BILL PAYMENT METHODS

Provider reserves the right to select the method in which to remit funds on your behalf to your Biller. These payment methods may include, but may not be limited to, an electronic payment, an electronic to check payment, or a laser draft payment (funds remitted to the Biller are deducted from your Payment Account when the laser draft is presented to SunTrust for payment).

PAYMENT CANCELLATION REQUESTS

You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within the application. There is no charge for canceling or editing a Scheduled Payment. Once the Bill Pay Service has begun processing a payment it cannot be cancelled or edited, therefore a stop payment request must be submitted.

STOP PAYMENT REQUESTS

Provider's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. Provider may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Customer Service. Although Provider will make every effort to accommodate your request, Provider will have no liability for failing to do so. Provider may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.

PROHIBITED PAYMENTS

Payments to Billers outside of the United States or its territories are prohibited through the Bill Pay Service.

EXCEPTION PAYMENTS

Tax payments and court ordered payments may be scheduled through the Bill Pay Service; however, such payments are discouraged and must be scheduled at your own risk. In no event shall Provider be liable for any claims or damages resulting from your scheduling of these types of payments. The Service Guarantee as it applies to any late payment related charges is void when these types of payments are scheduled and/or processed by the Bill Pay Service. Provider has no obligation to research or resolve any claim resulting from an exception payment. All research and resolution for any misapplied, mis-posted or misdirected exception payments will be the sole responsibility of you and not of Provider.

BILL DELIVERY AND PRESENTMENT

This feature is for the presentment of electronic bills only and it is your sole responsibility to contact your Billers directly if you do not receive your statements. In addition, if you elect to activate one of the Bill Pay Service's electronic bill options, you also agree to the following:

Information provided to the Biller - The Bill Pay Service is unable to update or change your personal information such as, but not limited to, name, address, phone numbers and email addresses, with the electronic Biller. Any changes will need to be made by contacting the Biller directly. Additionally it is your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill.

Activation - Upon activation of the electronic bill feature the Bill Pay Service may notify the Biller of your request to receive electronic billing information. The date of presentment of your first electronic bill may vary from Biller to Biller and may take up to sixty (60) days, depending on the billing cycle of each Biller. Additionally, the ability to receive a paper copy of your statement(s) is at the sole discretion of the Biller. While your electronic bill feature is being activated it is your responsibility to keep your accounts current. Each electronic Biller reserves the right to accept or deny your request to receive electronic bills.

Authorization to obtain bill data - Your activation of the electronic bill feature for a Biller shall be deemed by us to be your authorization for us to obtain bill data from the Biller on your behalf. For some Billers, you will be asked to provide us with your user name and password for that Biller. By providing us with such information, you authorize us to use the information to obtain your bill data.

Notification - The Bill Pay Service will use its best efforts to present all of your electronic bills promptly. In addition to notification within the Bill Pay Service, the Bill Pay Service may send an email notification to the email address listed for your account. It is your sole responsibility to ensure that this information is accurate. In the event you do not receive notification, it is your responsibility to periodically logon to the Bill Pay Service and check on the delivery of new electronic bills. The time for notification may vary from Biller to Biller. You are responsible for ensuring timely payment of all bills.

Cancellation of electronic bill notification - The electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment at any time. The timeframe for cancellation of your electronic bill presentment may vary from Biller to Biller. It may take up to sixty (60) days, depending on the billing cycle of each Biller. The Bill Pay Service will notify your electronic Biller(s) as to the change in status of your account but it is your sole responsibility to make arrangements for an alternative form of bill delivery. Provider will not be responsible for presenting any electronic bills that are already in process at the time of cancellation.

Non-Delivery of electronic bill(s) - You agree to hold Provider harmless should the Biller fail to deliver your statement(s). You are responsible for ensuring timely payment of all bills. Copies of previously delivered bills must be requested from the Biller directly.

Accuracy and dispute of electronic bill - Provider is not responsible for the accuracy of your electronic bill(s). Provider is only responsible for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly.

This Agreement does not alter your liability or obligations that currently exist between you and your Billers.

EXCLUSIONS OF WARRANTIES

THE BILL PAY SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS

If you tell us within two (2) Business Days after you discover your password or other means to access your Account has been lost or stolen, your liability is no more than $50.00 should someone access your Account without your permission. If you do not tell us within two (2) Business Days after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of your password or other means to access your Account if you had told us, you could be liable for as much as $500.00. If your monthly statement contains transfers that you did not authorize, you must tell us at once. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) prevented you from telling us, we may extend the period.

ERRORS AND QUESTIONS

In case of errors or questions about your transactions, you should as soon as possible notify us via one of the following: Telephone us at 800.382.3232 during regular Customer Service hours; Contact us by using the application's e-messaging feature; and/or, Write us at:

SunTrust Online Service Center P. O. Box 291286 Nashville, TN 37229-9720.

If you think your statement is incorrect or you need more information about a Service transaction listed on the statement, we must hear from you no later than sixty (60) days after the FIRST statement was sent to you on which the problem or error appears. You must:

Tell us your name and Bank account number; Describe the error or the transaction in question, and explain as clearly as possible why you believe it is an error or why you need more information; and, Tell us the dollar amount of the suspected error. If you tell us verbally, we may require that you send your complaint in writing within ten (10) Business Days after your verbal notification. We will tell you the results of our investigation within ten (10) Business Days after we hear from you, and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit your Payment Account within ten (10) Business Days for the amount you think is in error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not provisionally credit your Payment Account. If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation. Bank may revoke any provisional credit provided to you if we find an error did not occur.

SERVICE FEES AND ADDITIONAL CHARGES

Any applicable fees will be charged regardless of whether the Bill Pay Service was used during the billing cycle. There may be a charge for additional transactions and other optional services. You agree to pay such charges and authorize Provider to deduct the calculated amount from your designated Billing Account, along with any additional charges that may be incurred by you. Other financial fees associated with your standard deposit accounts and other Bank services will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.

FAILED OR RETURNED TRANSACTIONS

In using the Bill Pay Service, you are requesting Provider to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice from Provider. In such case, you agree that: You will reimburse Provider immediately upon demand the transaction amount that has been returned to Provider.

For any amount not reimbursed to Provider within fifteen (15) days of the initial notification, a late charge equal to 1.5% monthly interest or the legal maximum, whichever rate is lower, for any unpaid amounts may be imposed.

You will reimburse Provider for any fees imposed by your financial institution as a result of the return; You will reimburse Provider for any fees it incurs in attempting to collect the amount of the return from you; and Provider is authorized to report the facts concerning the return to any credit-reporting agency.

ALTERATIONS AND AMENDMENTS

This Agreement, applicable fees and service charges may be altered or amended by Provider from time to time. In such event, Provider shall provide notice to you. Any use of the Bill Pay Service after Provider provides you a notice of change will constitute your agreement to such change(s). Further, Provider may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, Provider reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only Provider's more recent revisions and updates.

ADDRESS OR BANKING CHANGES

It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and email addresses. Changes can be made either within the application or by contacting Customer Service. Any changes in your Payment Account should also be made in accordance with the procedures outlined within the application's Help files. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. Provider is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.

SERVICE TERMINATION, CANCELLATION, OR SUSPENSION

In the event you wish to cancel the Bill Pay Service, you may have the ability to do so through the product, or you may contact Customer Service via one of the following:

1. Telephone us at 800.382.3232 during regular Customer Service hours. 2. Contact us by using the application's e-messaging feature; and/or 3. Write us at: SunTrust Online Service Center P. O. Box 291286 Nashville, TN 37229-9720.

Any payment(s) Provider has already processed before the requested cancellation date will be completed by Provider. Scheduled Payments including recurring payments will not be processed once the Bill Pay Service is cancelled. Provider may terminate or suspend Bill Pay Service to you at any time and for any reason, including but limited to non-use of the Bill Pay Service. Neither termination nor suspension shall affect your liability or obligations under this Agreement.


BILLER LIMITATION

Provider reserves the right to refuse to pay any Biller to whom you may direct a payment. Provider will notify you promptly if it decides to refuse to pay a Biller designated by you. This notification is not required if you attempt to make a prohibited payment or an exception payment under this Agreement.

RETURNED PAYMENTS

In using the Bill Pay Service, you understand that Billers and/or the United States Postal Service may return payments to Provider for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. Provider will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Payment Account. You may receive notification from Provider.

INFORMATION AUTHORIZATION

Your enrollment in the Bill Pay Service may not be fulfilled if Provider cannot verify identity or other necessary information about you or, where applicable, any Company System Administrator or other person authorized by you to use the Service. Through your enrollment in the Bill Pay Service, you agree that Provider reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that Provider reserves the right to obtain financial information regarding your account from a Biller (for example, to resolve payment-posting problems or for verification).

ACCOUNT INFORMATION

Your Account information is confidential. Bank may, however, disclose information to a third party about your Account or the transfers only if you have given us permission to do so, or when it is necessary to complete transactions; to verify the existence or status of your Account to a third party such as a credit bureau or merchant; to comply with a court order or the request of a government agency; or where it is necessary for activating additional services; or to a credit reporting agency for research purposes only. By using the Service you agree the information and transfers will be recorded and/or data captured. By using the Service you consent to such recording.

CREDIT INFORMATION

You agree to allow Provider, for the purpose of qualifying and maintaining your Accounts and Service, to the extent permitted under applicable law, to obtain information from credit reporting agencies, ChexSystems or similar agencies, as Provider deems necessary.

DISPUTES

In the event of a dispute regarding the Service, you and Provider agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and Provider which supersedes any proposal or prior agreement, oral or written, and any other communications between you and Provider relating to the subject matter of this Agreement. If there is a conflict between what an employee of Provider or Customer Service Department says and the terms of this Agreement, the terms of this Agreement will prevail.

SEVERABILITY

If any provision of the Agreement is found to be invalid or unenforceable under applicable law, said provision shall be ineffective to the extent of such invalidity only, without affecting the remaining provisions of this Agreement.

DISPUTE RESOLUTION

Mediation
Should any dispute arise between you and Bank relating to the Service and if following the good faith negotiation of the dispute, it cannot be resolved, Bank may elect to first submit the dispute claim to mediation. Mediation shall be conducted at the nearest office of the mediation organization mutually agreed upon by you and Bank.

Arbitration

Notwithstanding any other provision in these rules and regulations, if either you or Bank have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of or relating to the Service or these rules and regulations, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or these rules and regulations, (a “Claim”) and upon the demand of either party, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a Claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third-party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a Claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in a mutually agreeable location or if no such agreement can be reached, the city where the dispute occurred. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of banking law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, but no award of attorneys' fees shall be made. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this agreement. Nothing in this arbitration agreement shall be construed to prevent either party from exercising any self-help rights, including repossession, replevin, set-off, attachment, recoupment, foreclosure or any other form of relief allowed by law to enforce a security interest and the institution and/or maintenance of any such litigation shall not constitute a waiver of the right of any party to compel arbitration regarding any other dispute subject to arbitration pursuant to this arbitration agreement.


JURY TRIAL WAIVER

FOR ANY MATTERS NOT SUBMITTED TO ARBITRATION, YOU AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF THIS AGREEMENT, RELATING TO THE SERVICE OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN YOU AND US. FURTHER, YOU AND BANK HEREBY AGREE THAT ANY LITIGATION WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION.

WAIVER

We may waive any term or provision of this Agreement at any time or from time to time, but any such waiver shall not constitute a waiver of the term or provision in the future.

ASSIGNMENT

You may not assign this Agreement to any other party. Bank may assign this Agreement to any future, directly or indirectly, affiliated company. Bank may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

NO WAIVER

Provider shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Provider. No delay or omission on the part of Provider in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

CAPTIONS

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

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws provisions and will be subject to the provisions of all applicable operating circulars of the Federal Reserve Bank and any other applicable provisions of Federal law.

THE FOREGOING SHALL CONSTITUTE PROVIDER'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE SERVICE.

SunTrust Bank Member FDIC (c) 2007 SunTrust Banks, Inc. Revised: 11/11/2007
 
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