Online Banking and Bill Payment Agreement

Click here for a PDF version of this agreement.

This  Online  Banking  And  Bill  Payment  Agreement  and  Explanation   (“Agreement”) is made and entered into by and between the following Parties:

• The person(s) seeking online banking and bill payment services (“Customer”, “you” or “your”, including any “Authorized Third Party”) at Institution, and
• Jennings State Bank (“Institution”, “Financial Institution”, “Bank”, “we”, “us” and “our”),

Which Parties are generically referred to collectively as the “Parties” and individually as “Party”.

Agreement Acceptance 
The first time you access your Accounts through Online Banking, you agree to be bound by the terms and conditions of this Online Banking Agreement ("Agreement").  You also acknowledge its receipt and your understanding of its terms.   You specifically agree and understand that Online Banking allows access by you (“Customer”), including any Authorized Third Party of Customer, to your confidential personal information, financial information, bank records and bank information at Institution.  Such confidential information includes but is not limited to Accounts and Loans.

Agreement Purpose And Introduction 
This Agreement explains the terms and conditions for accessing Accounts and conducting transactions at Jennings State Bank (“Institution”, “we”, “us” and “our”) via our Online Banking site(s).   As used in this Agreement, "Online Banking", “Cash Management”, “Business Online Banking”, and “Service” refer to those products and services by the same name(s) as designed, offered and marketed by Jennings State Bank.  As used in this Agreement, “Service” shall include "Online Banking", “Cash Management”, “Business Online Banking” and all other online delivery methods of banking products and banking services through Institution.  As used in this Agreement, “Cash Management”, “Business Online Banking”, and “Service” are part of “Online Banking”.  As used in this Agreement, the terms "you" and "your" refer to each person accepting an Online Banking or Bill Payment Enrollment Form.  As further set forth later in this Agreement, the term “Authorized Third Party” or “ATP” refers to any person or entity requested by Customer to have online access to Customer’s personal information, financial information, bank records and bank information at Institution.   Institution reserves the right to change the name(s) of any of those products or services described above but this Agreement shall continue to apply to all those products or services regardless of how they hereafter may be named or described.   As used in this Agreement, the term “Account” shall refer a depository account of Customer at Institution.   As used in this Agreement, the term “Loan” shall refer to a Loan to Customer by Institution.

Benefits Of Online Banking  
Through Online Banking, you can manage eligible Accounts from your home or office on a personal computer.  Online Banking can be used to conduct any of the following “On-line Financial Services”:

• Obtain balances and transaction histories on all eligible Accounts enrolled in Online Banking (All Account balances and transaction histories reflect activity through the close of the previous banking day);
• Transfer money between eligible Accounts (The number of transfers you can make from an Account is limited as described in the applicable Account agreement);
• If a hold is placed on any funds deposited in an eligible Account, you may not transfer the portion of funds being held until that hold expires;
• Transfer money to pay Institution for overdraft protection, consumer Loans, home equity Loans, or certain other eligible Loans;
• Pay bills to any merchant, financial institution or an individual with a U.S. address;
• Transfer funds (“Funds Transfer”) such as domestic wire transfers and ACH transfers.

Institution may, from time to time, introduce new On-line Financial Services.   By using those services when they become available, you agree to be bound by the terms contained in this Agreement, and its subsequent amendments.

Security And Protecting Your Account
We are strongly committed to protecting the security and confidentiality of our customer accounts information.  We use several techniques to help secure our Online Banking service, including the following:

• You can only access Institution with certain browsers that have a high security standard.
• Your Account numbers are never displayed in full - only the last 4 digits can be viewed.
• You must have a valid Online Banking User ID and password to logon.
• If no action is taken for 10 minutes, you will be automatically logged off the Online Banking service.

Requirements
To access On-line Financial Services you must have Windows:  IE. 6.0 or higher or compatible web browser and 128 bit data encryption.

In addition to compatible software, you must have an Online Banking User ID, an Online Banking password, you must have at least one checking Account at Jennings State Bank, you must have access to the Internet not provided by Institution, and you must have a currently operational e-mail address.  The Online Banking System can be used to access only the Jennings State Bank Accounts on which you are an owner, signer or borrower.  We undertake no obligation to monitor transactions through the Online Banking System to determine that they are made on behalf of the Accountholder or borrower.

Password
Your password will give you access to Institution Accounts via Online Banking.  Institution is entitled to act on any instructions it receives using your password.  For security purposes, it is recommended that you memorize your password and do not write it down.  We also recommend that you change your password regularly as a security measure to avoid misappropriation by a third Party.  Your password can be changed at our Online Banking site.  You are responsible for keeping your password, Account data and Loan data confidential.  When you give someone your password, you are authorizing that person to use Online Banking and the On-line Financial Services.  You are responsible for all transactions performed using your password, even if you did not intend or authorize them.  In addition, fraudulent transactions initiated using your password will be charged against your Account(s).  Jennings State Bank may provide information regarding the Online Banking System or take instructions from individual(s) or company(ies) when accompanied by your social security number, tax id number, mother’s maiden name, unique company ID or unique ID .  You must also provide this code when requesting your password to be changed or reset.

PassMark Advanced Online Authentication
Advanced Online Authentication adds extra layers of online security to prevent unauthorized access to your accounts and reinforces the fact that you are at our Online Banking website.   The bank is required by law to implement these measures for your protection.

Advanced Online Authentication consists of the following: an image, a caption and three to six challenge questions. This information is known only to you and the Bank and protects you, whether you are logging in to view your accounts from your own personal computer or another computer

Once you enter your user ID on the Online Banking login screen, click the Validate link, your image will then be displayed along with the caption you create. This confirms that you are at our Online Banking website and you are safe to enter your Password to access your information. Each time you log in from a different computer, the challenge questions will be asked to verify your identity. Once you provide the correct answers, your image and caption will display and you may enter your password. You will also be asked if you wish to register the computer from which you are logging in. If you select this option, the Advanced Online Authentication system will then capture the information about the computer so that you will not have to answer challenge questions the next time you log in from that same machine.

You are responsible for remembering your image and caption.  Do not enter your password until you are sure that it is your selected image and caption that has been displayed during your login process.

Use of Service/Limited Sublicense
Bank hereby grants to the Customer a sublicense for use of the Service on a computer(s), subject to the terms and conditions set forth in this Agreement.  Customer acknowledges and agrees that the Service and Service documentation is valuable, confidential, and proprietary property and agrees not to transfer, distribute, copy, reverse, compile, modify or alter the Service or the Service documentation.  Customer agrees not to sublicense, assign or transfer this license or the Service except as expressly provided in this Agreement.

Accessibility
You can usually access On-line Financial Services seven (7) days a week, twenty-four (24) hours a day.  However, at certain times, some or all of Online Banking or On-line Financial Services may not be available due to system maintenance or reasons beyond Institution's control.  Institution does not warrant that Online Banking or On-line Financial Services will be available at all times.  When unavailable, you may use an automated teller machine (“ATM”) or call our call office to conduct your transactions.  An On-line Financial Service transaction initiated prior to 3 PM (CST) on a banking day is posted to your Account the same day.  All transfers completed after 3 PM (CST), or on a non-banking day, will be posted the following banking day.  Transactions initiated after end of business day, which may change from time to time, will be processed on the following business day.

Dormant Online Accounts
Our Security Policy will cause stale user logins more than three months old (time elapsed since last successful login) to become deactivated.  You will have to re-enroll into our Online Banking System, Bill Pay or Cash Management if this deactivation occurs.

Removal of such stale or obsolete login accounts, user objects, group memberships and security entitlements is essential in order to reduce the security exposure (attack surface) posed by excessive privileges and unused accounts.  It is also required to comply with government and other regulations stipulating effective internal controls, especially over financial data, and computer security best practices.

Fees And Charges
There is currently no charge for the use of the Personal On-line Financial Services described in this Agreement other than the JSB Bill Pay monthly fee and any fees you may be charged for services you request or cause to be charged for overdrafts, NSF’s or similar charges.  There may be a fee for Corporate Cash Management or Business Online Banking.  This fee may be charged or waived by us.

Restrictions
You may not appropriate any information or material that violates any copyright, trademark or other proprietary or intellectual property rights of any person or entity while using the Online Banking or On-line Financial Services.  You may not gain, or attempt to gain, access to any Online Banking and/or On-line Financial Service server, network or data not specifically permitted to you by Institution or its suppliers, and you must not include any obscene, libelous, scandalous or defamatory content in any communications with Institution or its suppliers.

Accessing The Service
When you complete your internet banking enrollment form, you will be given an opportunity to request a Subscriber I.D. and Password.  You will use the User ID and password to access both the Internet Banking product and the Bill Pay product.

Each time you access the Service, you will be asked to enter your User ID and Password.  The correct responses will give you access to the Service.

Bill  Payment  Service
This Agreement is your bill paying agreement with Jennings State Bank.  You may use Jennings State Bank’s bill paying service, refer to in this Agreement as “Bill Pay”, to direct Jennings State Bank to make payments from your designated checking Account to the Merchants you choose in accordance with this Agreement.  The terms and conditions of this Agreement are in addition to the Account agreements, disclosures and other documents in effect from time to time governing your Account (the Account Rules).

"You" or "your" means each person who signs the bill paying enrollment form or is otherwise authorized to use the Service.  "Merchant" means anyone, including the Institution, you designate and the Institution accepts as a payee.

How To Set Up Merchants/Payments
When you sign onto the Bill Pay system you will establish your list of Merchants by selecting the Add button on the Set up Accounts and Payee screen.  You may add a new fixed payment for any Merchant but only if they are on your authorized list of payees.  If the Merchant is not set up for electronic payments, the service will generate a paper check for payment.  The check will carry your Account number and will clear directly through your Account.  A unique check number will appear on your statement for easy recognition. The Institution reserves the right to refuse the designation of a Merchant for any reason. The Institution is not responsible if a Bill Payment can not be made due to incomplete, incorrect, or outdated information provided by you regarding a Merchant or if you attempt to pay a Merchant that is not on your Authorized Payee list.

The Bill Paying Process
The Institution will process variable payments on the business day (generally Monday through Friday, except holidays) you designate the bill is to be processed, provided the payment request is received prior to the cut-off time set by the Institution, which is currently 5:59 AM (CST).  Variable bill requests received after the business day cut off time, or at any time on a non-business day will be processed on the next business day.  The Institution reserves its right to change the cut-off time, which may change from time to time, by posting notice of it’s change in the lobby of Institution, or emailing you via the Online Banking Service or posting the change on our website.

FOR RECURRING PAYMENT REQUESTS, IF YOU DESIGNATE A PROCESSING DATE OF THE 28TH THROUGH THE 31ST OF A MONTH, YOU MUST SELECT THE OPTION OF "LAST BUSINESS DAY" FOR PROCESSING TO BE ALWAYS BE INITIATED ON THE LAST CALENDAR DAY OF THE MONTH.  Otherwise, recurring payment requests will be processed on the dates you have designated, unless such date falls on a non-business day resulting in your payment being processed on the next business day.

YOU MUST ALLOW AT LEAST FIVE (5) BUSINESS DAYS, PRIOR TO THE DUE DATE, FOR EACH BILL PAYMENT (RECURRING OR VARIABLE) TO REACH THE MERCHANT. (IT IS THE RESPONSIBILITY OF THE SUBSCRIBER TO SCHEDULE/ACTIVATE RECURRING PAYMENTS) Due to circumstances beyond our control, some Merchants take longer to post payments than others. We suggest sending your first payment eight (8) business days in advance of the Due Date.  After your first payment has posted you will have a better understanding of how much time to allow for each Merchant.

You must select a Payment Date that is at least five (5) business days before the actual Due Date reflected on your Payee statement.  If your actual Due Date falls on a non-business day you must select a Payment Date that is at least one business day before the actual Due Date.  Payment Dates should be prior to any late date or grace period.

When you have scheduled a payment, you authorize the Institution to debit your “Payment Account” and remit funds on your behalf.  You certify that your “Payment Account” is an Account from which you are authorized to make payments and any payment you make will be debited from this Account. You also authorize the credit of returned payments from using the Bill Pay Service.

The Bill Pay Service will incur no liability and a Service Guarantee shall be void if the Bill Pay Service is unable to complete any payments initiated because of any of the following:

1. You have not provided the Bill Pay Service with the correct Payment Account information, or the correct name, address, phone number, or Account information for the Merchant upon initiation of the payment;
   
   
2. Circumstances beyond the control of the Bill Pay Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Bill Pay Service has taken reasonable precautions to avoid those circumstances;
   
   
3. The payment-processing center is not working properly and you know or have been advised by the Bill Pay Service about the malfunction before you execute the transaction;

You agree to have available and collected funds on deposit in the Account you designate in amounts sufficient to pay for all Bill Payments requested, as well as, any other payment obligations you have to the Institution.  The Institution reserves the right, without liability, to reject or reverse a Bill Payment if you fail to comply with this requirement or any other terms of this Agreement.  If you do not have sufficient funds in the Account and the Institution has not exercised its right to reverse or reject a Bill Payment, you agree to pay for such payment obligations on demand.  You further agree the Institution, at its option, may charge any of your Accounts with the Institution to cover such payment obligations.

The Bill Pay Service reserves the right to select the method in which to remit funds on your behalf to your Merchant.

Any Bill Payment can be changed or canceled, provided you access the Service prior to the cut-off time on the business day prior to the business day the Bill Payment is going to be initiated.

Once the bill payment has been initiated and debited from your Payment Account, you cannot cancel or stop the bill payment that is being paid electronically through the ACH (Automated Clearing House) network.  However, if the bill payment is paid by paper check you need to contact Jennings State Bank before the paper check has cleared your Account at Institution.  If the paper check has not cleared you may request to place a stop payment on the paper check.  Jennings State Bank cannot and will not guaranty or be held responsible for the completion of the stop payment.

Returned Payments
In using the Service, you understand that the Service and/or the United States Postal Service may return payments for various reasons, such as, but not limited to, the Service Account number is not valid; the Service is unable to locate Account; or Payee Account is paid in full.  The Service will use its best efforts to research and correct the returned payment, or void the payment and credit your Payment Account.  You may receive notification from the Service.

Liability
You are solely responsible for controlling the safekeeping of, and access to, your password. You are liable for all transactions you make or that you authorize another person to make even if that person exceeds his or her authority.  If you want to terminate another person's authority, you must notify the Institution and arrange to change your password.  You will be responsible for any Bill Payment request you make that contains an error or is a duplicate of another Bill Payment.  The Institution is not responsible for a Bill Payment that is not made if you did not properly follow the instructions for making a Bill Payment.  The Institution is not liable for any failure to make a Bill Payment if you fail to promptly notify the Institution after you learn that you have not received credit from a Merchant for a Bill Payment.  The Institution is not responsible for your acts or omissions or those of any other person or entity, including, without limitation, any transmission or communications facility, and no such party shall be deemed to be the Institution's agent. In any event, the Institution will not be liable for any special, consequential, incidental, or punitive losses, damages, or expenses in connection with this Agreement or the Service, even if the Institution has knowledge of the possibility of them. The Institution is not liable for any act, failure to act or delay in acting if it is caused, in whole or in part, by any cause beyond the Institution's reasonable control.

Amendment And Termination
The Institution has the right to change this Agreement at any time by notice mailed to you at the last address shown for the Account on the Institution's records, by posting notice in branches of the Institution, by posting notice on our web site, forwarding it to you by email, or as otherwise permitted by law.

The Institution has the right to terminate this Agreement at any time.  You may terminate this Agreement by written notice to the Institution.  The Institution is not responsible for any fixed payment made before the Institution has a reasonable opportunity to act on your termination notice.  You remain obligated for any payments made by the Institution on your behalf.

Fees
The fee for the Bill Paying Service is $4.95 per month, for an unlimited number of monthly payments.

Additional Charges For Customer Requested Services And Other Items
These charges will only be assessed if you request one or more of the services listed here.  There will be NO Charge for any item if needed to correct a Institution error.

• Return Check due to NSF $28.00
• Overdraft Charge $28.00
• Stop Payment $18.00
• Return ACH items due to Subscriber or Bank Error$28.00
• Special/Custom Report Charge $25.00/hour
• Research Fee for items $25.00/hour
• Corporate Cash Management $10.00/month
• Domestic Wire Transfer $20.00
• ACH files $10.00 per file and $.10 per debit/credit in the file.
• Tax Payments $5.00

The Institution reserves the right to charge you for research time involving payments no longer available in your screen history.  You will be informed of any such charges before they are incurred.

Some Bill payments are processed by Electronic Fund Transfers (EFT).  Please see the Electronic Fund Transfers Disclosure Statement included, or, received when you opened your Account, which discloses important information concerning your rights and obligations.

Responsibility
Neither Institution nor its suppliers will be liable for any transaction if: (i) you do not have enough money in your Account to complete the transaction; (ii) a legal order or other legal process prohibits withdrawals from your Account; (iii) your Account is closed or has been frozen; (iv) the transaction would cause your Account balance to go over the credit limit for any credit arrangement set up to cover overdrafts; (v) you, or anyone you allow, commits fraud or violates any law or regulation in connection with Online Banking or On-line Financial Services; (vi) any electronic terminal, telecommunication device or part of the electronic fund transfer system is not working properly; (vii) you did not provide us with complete and correct payment or transfer information; (viii) you did not properly follow the instructions for use of Online Banking or On-line Financial Services; (ix) you knew that Online Banking and/or the On-line Financial Services were not operating properly at the time you initiated the transaction or payment; (xi) there is postal delay; or (xi) circumstances beyond our control (such as fire, flood or improper transmission or handling by a third party) that prevent, hinder or delay the transaction.

Unauthorized Transactions
You should notify us immediately if you believe anyone has improperly obtained your password or if you suspect any fraudulent activity in your account(s).  The unauthorized use of your Online Banking Services could cause you to lose all of your money in your accounts, plus any amount available under your overdraft protection or lines of credit.  In some instances if your password has been compromised and you tell us within two (2) business days of discovering the loss or misappropriation, you can lose no more than $50.  If you do not tell us within the two (2) business day period, you could lose as much as $500 if we could have stopped the use of your accounts had we received notice in a timely manner.  You should contact us, or the bill payment provider, as applicable, as soon as you identify any errors or discrepancies in your statement or transaction record, or if you need any information about a transaction listed on the statement or transaction record.  We must hear from you no later than sixty (60) days after we have sent the first statement on which the problem or error appeared (If you notify us verbally, we may require that you send us your complaint or question in writing or electronically within ten (10) business days).  If you fail to notify us within the sixty (60) day period, you may not recover any of the money you lost if we can establish that the loss could have been avoided had you notified us on time.  We may extend these time periods for good reasons such as out-of-town travel or extended hospital stays.

When you report a problem or discrepancy, please: (i) tell us your name and Aaccount number; (ii) describe the error or the transaction you are unsure about, and explain why you believe it is in error or what additional information you need; (iii) tell us the dollar amount of any suspected error; and (iv) for a Bill Payment, tell us the number of the Account used to pay the bill, the applicable payee name and account number, the date the payment was sent, the payment amount and the payment reference number.  Generally speaking, we will tell you the results of our investigation within ten (10) business days, or twenty (20) business days in the case of point of sale or international transactions, after we hear from you.  However, we may take up to forty-five (45) days, or ninety (90) days in the case of point of sale or international transactions, to investigate your complaint or question.  In this case, we may provisionally credit your Account so that you have use of the money during the time it takes us to complete our investigation.  If you fail to provide your complaint or question in writing within ten (10) business days of a request from us to do so, we reserve the right to not credit your Account.  If we confirm an error, we will correct your account record within ten (10) business days, or twenty (20) business days in the case of point of sale or international transaction.  If we determine that there was no error, we will send you a written explanation within three (3) business days after we conclude our investigation and will debit any interim amounts credited to your Account.  You may request copies of any documents that we use in our investigation.

Stop Payments
Stopping the payment of a check is different from the cancellation of a bill payment; refer to Bill Payment Service in this Agreement for more information.  Prior to requesting a Stop Payment, the Customer should first verify that the item has not already been posted to their Account.  You may initiate stop-payment requests online using the Online Banking System for checks you have written on your Account.  Stop-payment requests are processed at several times throughout the day, therefore you must allow us a reasonable opportunity to act on your request.  One business day is a generally accepted time for us to make the necessary bookkeeping entries.  For an ACH/EFT transfer, notification at least three (3) business days preceding the scheduled date of the pre-authorized ACH/EFT is needed.  To be effective, this type of stop-payment request must precisely identify the name of the payee, the check number, the amount, and the date of the check.  Jennings State Bank will have no liability if any of the information you provide in your stop payment order is incorrect or incomplete.  If we inadvertently pay a check on which you have stopped payment, you must be able to prove you are not liable for the check before we are required to credit your Account.  If you make your stop-payment request online or by telephone, we may also require you to put your request in writing and get it to us within 14 days after you call or request online.  If we do not ask you to confirm your stop payment request, your stop payment order will be effective for 6 months, and you may call us to renew the order for another 6 months.  If we ask you to confirm your stop payment request, and you fail to do so, your oral or online request will expire in 14 days after you make it.  Written stop order requests are effective for 6 months.  You may renew your stop payment request in writing for another 6 months.  You will incur stop-payment charges as disclosed in the current fee schedule.

Corporate  Cash  Management  and  Business  Online  Banking
Where the Customer has access to funds transfer of the Services, which include Wire Transfer, ACH Transfer or Tax Payments, Institution will only accept transfer requests upon proper execution of security procedures that are entirely within Customer’s control.  Institution may consider funds transfer requests received from Customer as having been authorized by the Customer, and the Institution shall be held harmless for executing any transfer.

In addition to Account information reporting, the Customer may request access to certain Funds Transfer Services as described below.  Funds transfers are available during specific business hours as described in this Agreement.  Customer must specify Customer Representative authorities per transaction type.  If the Customer, or any of its authorized representatives, use the Funds Transfer Services described, the following condition(s) shall apply:

Wire Transfer
The Customer acknowledges that the Wire Transfer feature of the Service is an alternate entry system for issuing Wire Transfer orders between the Customer and the Bank.  If you initiate Wire Transfer transactions then you are bound by Jennings State Bank’s Wire Transfer Agreement.  The Jennings State Bank’s Wire Transfer Agreement shall govern the acceptance and liability for all Wire Transfer Requests.

ACH Transactions
The Customer acknowledges that the ACH Transaction feature of the Service is an alternate entry system for issuing ACH transaction orders between the Customer the Institution.  If you initiate Automated Clearing House (ACH) transactions or batches then you are bound by the Jennings State Bank ACH Agreement and the rules and regulations of the National Automated Clearing House Association (NACHA).  This Jennings State Bank ACH Agreement shall govern the acceptance and liability for all ACH Transactions originated by the Customer.

Tax Payments
The Customer acknowledges that the Tax Payments feature of the Service is an alternate entry system for issuing EFTPS tax payment orders between the Customer and the Institution.  If you initiate Tax Payment transactions then you are bound by the Jennings State Bank Tax Payments Agreement.  If applicable, the Jennings State Bank Tax Payments Agreement shall govern the acceptance and liability for all Tax Payments originated by the Customer.

Electronic Mail (E-mail)
Sending E-mail is a very good way to communicate with Institution regarding your Accounts or the On-line Financial Services. However, your e-mail is actually sent via your own software and, as a result, your e-mail is not secure.  Because of this lack of security, you should not include confidential personal or financial information, such as Account numbers and Account balances, in any e-mail to Institution.  You cannot use e-mail to initiate On-line Financial Service transactions.  All such transactions must be initiated using the appropriate functions within the Online Banking site. Institution will not be liable for any errors, omissions, claims, or problems of any kind involving your e-mail.

While you are logged onto our Online Banking System you may send secure email to us through the Online Banking System.  See the “View Messages” section of our Online Banking and Bill Pay Quick Start Guide for instructions on sending and receiving secure email from Jennings State Bank.

You authorize us to send secure messages to you through the Online Banking System that will be available to you for viewing and responding to while you are logged onto the Online Banking System.

Disclosure Of Information
Information submitted to Institution or its suppliers is the property of Institution or its suppliers, and they are free to use and disclose that information, or any ideas, concepts, know-how or techniques contained in that information to any third party for any purpose whatsoever, except as specifically agreed by Institution or prohibited by law.

Links To Other Sites
Information that Institution publishes on the World Wide Web may contain links to other sites and third parties may establish links to Institution’s site.  Institution makes no representations about any other web site that you may access to, from or through this site.  Unless expressly stated in writing, Institution does not endorse the products or services offered by any company or person linked to this site nor is Institution responsible for any software or the content of any information published on the site of any third party.  You should take precautions when downloading files from sites to protect your computer software and data from viruses and other destructive programs.

Virus Protection
Institution is not responsible for any electronic virus that you may encounter using the On-line Fund Services.  We encourage you to routinely scan your computer and diskettes using reliable virus protection product to detect and remove viruses.  If undetected and unrepaired, a virus can corrupt and destroy your programs, files and hardware.

Spyware And Adware
Institution is not responsible for any electronic spyware or adware that you may encounter using the On-line Fund Services or while being On-line. We encourage you to routinely scan your computer and diskettes using a reliable spyware and adware protection product to detect and remove these files and programs.  If undetected and un-removed, a spyware or adware program can corrupt and destroy your programs, files and hardware or even compromise your passwords and other private information stored on your computer by sending that private information into the internet without your knowledge or consent.

Damages And Warranties
In addition to the terms previously disclosed, Institution is not responsible for any losses, errors, injuries, expenses, claims, attorney’s fees, interest or other damages, whether direct, indirect, special, punitive, incidental or consequential (collectively, “Losses”), caused by Online Banking or the use of the On-line Financial Services or in any way arising out of the installation, use or maintenance of your personal computer hardware or software, including any software provided by Institution or one of its suppliers.  In addition, Institution disclaims any responsibility for any electronic virus(es) Customer may encounter after installation of such software or use of Online Banking or the On-line Financial Services.  Without limiting the foregoing, neither Institution nor its suppliers shall be liable for any: (i) failure to perform or any Losses arising out of an event or condition beyond their reasonable control, including but not limited to communications breakdown or interruption, acts of God or labor disputes; or (ii) the loss, confidentiality or security of any data while in transit via the Internet, communication lines, postal system or ACH network.  Institution and its suppliers provide Online Banking and the On-line Financial Services from their own sites and they make no representation or warranty that any information, material or functions included in Online Banking or the On-line Financial Services are appropriate for use by you in your jurisdiction.  If you choose to use Online Banking and/or the On-line Financial Services, you do so on your own initiative and are solely responsible for compliance with applicable local laws and regulations.  Neither Institution nor its suppliers warrant the adequacy, accuracy or completeness of any information provided as a part of Online Banking, the On-line Financial Services, or contained in any third party sites linked to or from Institution’s web site.  INSTITUTION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, FUNCTIONALITY OR PERFORMANCE OF ONLINE BANKING, ON-LINE FINANCIAL SERVICES, OR ANY SOFTWARE THAT MAY BE USED IN CONNECTION WITH SAME.  INSTITUTION DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ERROR-FREE OPERATION.

Indemnification
Customer shall indemnify, defend and hold harmless Institution and its officers, employees, directors, suppliers and agents, in their individual capacities or otherwise, from and against any Losses arising out of: (i) Customer’s negligence; (ii) Customer’s failure to comply with applicable law; or (iii) Customer’s failure to comply with the terms of this Agreement.

Additional Remedies
Due to the likelihood of irreparable injury, Institution shall be entitled to a court injunction prohibiting any breach of this Agreement by Customer.

Termination And Changes In Terms
Institution reserves the right to terminate this Agreement or to change the charges, fees or other terms described in this Agreement at any time.  When changes are made, we will notify you by: 1) electronic mail; 2) physical mail at the address shown in our records; or 3) update of our web site to include any such changes.

Governing Law
This Agreement shall be construed and governed in accordance with the laws of the State of Minnesota.   All Parties consent to the jurisdiction and venue of (1) the District Court of Houston County, Minnesota; (2) the District Court of Washington County, Minnesota; and (3) the United States District Court, District of Minnesota, Third Division (St. Paul) in the event of any legal proceeding related to this Agreement.   The Parties agree that any legal proceeding shall be venued only in one of those three courts.

Costs And Expenses
Customer agrees to pay upon demand of Institution all of Institution’s costs and expenses, including Institution’s reasonable attorneys’ fees and Institution’s legal expenses, incurred in connection with or related to the enforcement of this Agreement.  Institution may hire or pay someone else to help enforce this Agreement, and Customer shall pay the costs and expenses of such enforcement.  Costs and expenses include Institution’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit; and in addition, legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.  Customer also shall pay all court costs and such additional fees as may be directed by the court.  Costs, expenses and attorneys fees recoverable by Institution against Customer pursuant to this paragraph specifically include such costs, expenses and attorney fees incurred by Institution to defend any action commenced by Customer in which Institution uses this Agreement to defend Institution against any such action by Customer.  The words “collection costs”, “costs” or “expenses” of Institution and “obligations” or “indebtedness” of Customer as used in this Agreement shall mean and include all time spent by any officers and staff of Institution to enforce this Agreement or collect any indebtedness or obligations of Customer to Institution pursuant to this Agreement at the rate of two hundred and fifty dollars per hour for the time of executive officers of Institution, one hundred and twenty five dollars per hour for junior officers of Lender and twenty five dollars per hour for any other employees of Lender.

Assignment
Institution may assign its rights and/or delegate all or a portion of its duties under this Agreement to a third party.

Entire Agreement And Amendment
This Agreement contains the entire agreement of the Parties on the subject matter of this Agreement and this Agreement shall constitute the entire understanding between Customer and Jennings State Bank regarding use of the Service only.  This Agreement replaces all prior agreements, understandings, proposals or agreements written or oral regarding use of the Service only.  There are no other promises, conditions, understandings, warranties, representations or other agreements, whether oral or written, relating to the subject matter of this Agreement.  This Agreement may be unilaterally updated, modified or amended from time to time by Institution but Customer shall be bound to this Agreement as unilaterally updated, modified or amended from time to time by Institution.   Customer specifically acknowledges receipt of sufficient consideration from Institution to making this Agreement binding upon Customer.

Party  Status
Each Party to this Agreement is acting independently and on behalf of their respective interests.   No Party to this Agreement shall now or hereafter be deemed an agent or fiduciary of any other Party.    Each Party to this Agreement is entering into this Agreement on an arms length basis with respect each other Party and without duress or coercion.   This Agreement and transactions entered into pursuant hereto shall not create between the respective Parties any relationship of agency, legal representation, joint venture, partnership, employment or the like.   The Parties agree that no Party is in any way authorized to make any contract, agreement, warranty, or representation, or to create any obligation, express or implied, on behalf of any other Party.

Legal  Review    
Prior to their respective consent to this Agreement, each Party to this Agreement has received a copy of this Agreement as agreed upon by the Parties or has decided to waive requesting a copy of this Agreement in advance.   Prior to their respective consent to this Agreement, each Party to this Agreement has had this Agreement reviewed by legal counsel of their choice representing their respective interests, or has had ample time to do so and has decided not to do so.   Each Party to this Agreement is consenting to the same without any coercion or duress on the part of Institution.   Each Party to this Agreement acknowledges having read and understood the provisions of this Agreement in their entirety prior to their respective consent to this Agreement, whether with or without the assistance of their respective legal counsel.   Customer acknowledges that Institution has not rendered any legal advice to Customer and that Customer has not relied upon or acted upon any legal advice rendered by Institution.

Accounting  Review   
Prior to their consent to this Agreement, each Party to this Agreement has received a copy of this Agreement as executed by the Parties or has decided to waive requesting a copy in advance.   Prior to their respective consent to this Agreement, each Party to this Agreement has had this Agreement reviewed by financial, accounting or tax advisors of their choice representing their respective interests, or has had ample time to do so and has decided not to do so.   Each Party to this Agreement is consenting to the same without any coercion or duress on the part of Institution.   Each Party to this Agreement acknowledges having read and understood the provisions of this Agreement in their entirety prior to their respective consent to this Agreement, whether with or without the assistance of their respective financial, accounting or tax advisors.   Customer acknowledges that Institution has not rendered any financial, accounting or tax advice to Customer and that Customer has not relied upon or acted upon any financial, accounting or tax advice rendered by Institution.

Technology  Review   
Prior to their consent to this Agreement, each Party to this Agreement has received a copy of this Agreement as executed by the Parties or has decided to waive requesting a copy in advance.   Prior to their respective consent to this Agreement, each Party to this Agreement has had this Agreement reviewed by technology, information management and computer advisors of their choice representing their respective interests, or has had ample time to do so and has decided not to do so.   Each Party to this Agreement is consenting to the same without any coercion or duress on the part of Institution.   Each Party to this Agreement acknowledges having read and understood the provisions of this Agreement in their entirety prior to their respective consent to this Agreement, whether with or without the assistance of their respective technology, information management and computer advisors.   Customer acknowledges that Institution has not rendered any technology, information management or computer advice to Customer and that Customer has not adversely relied upon or acted upon any technology, information management or computer advice rendered by Institution.

Severability  
If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Survivability   
This Agreement shall be perpetual in nature and shall not terminate even though any contract or business relationship between Institution and Customer may terminate.

Interpretation
Whenever the context requires, the singular form of any word shall include the plural, the neuter form of any word shall include the masculine or feminine forms, and vice versa.   The title of this Agreement as well as all paragraph and sub-paragraph titles are for reference only and shall not control or effect the interpretation or construction hereof.   The provisions of this Agreement shall be interpreted and construed as being supplemental and in addition to the terms and provisions of all Account Agreements, Loan Documents and Related Documents and not in replacement or amendment thereof unless specifically and expressly so provided.   If any of the provisions of this Agreement conflict with any of the provisions of the terms, covenants or conditions of the Account Agreement, Loan Documents, or any other understandings, documents or agreements between Jennings State Bank and Customer, then the provision(s) of this Agreement, the Account Agreement, Loan Documents, or other understandings, documents or agreements most favorable to Jennings State Bank shall control.

Construction
This Agreement shall be construed equally against the Parties regardless of which Party is more responsible for its preparation.  If there is a conflict between a part of this Agreement and any present or future law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law.

Integration
This Agreement constitutes the entire understanding of the Parties with respect to the subject matter of this Agreement, and all prior agreements, understandings and representations concerning such subject matter are canceled in their entirety.  Notwithstanding the foregoing, this Agreement is in addition to any other agreements between you and Institution.

Binding  Effect 
The provisions of this Agreement shall be binding upon the Parties and their respective representatives, agents, heirs, successors and assigns.

Waiver
The delay, failure or forbearance of any Party to this Agreement to enforce any provisions, rights or remedies within this Agreement on one or more occasions shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.  The delay, failure or forbearance of Institution to enforce any provisions, rights or remedies within this Agreement on one or more occasions shall not be construed as a waiver or limitation of Institution’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Force Majeure
Neither Party shall be liable for any loss nor damage due to causes beyond its control, including fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or other causes beyond that Party’s control.  Either Party may terminate this Agreement immediately on written notice if the other Party is prevented from performing its obligations under this Agreement for a period of more than thirty (30) days due to the reasons set forth in this subsection.

Authorized Third Party Online Access
In Institution’s sole discretion, Institution may allow any person or entity requested by Customer to have online access to Customer’s personal information, financial information, bank records and bank information (“Authorized Third Party” or “ATP”), including but not limited to any Account or Loan related information relating to Customer at Institution.   Such Authorized Third Party requested by Customer may include but is not limited to Customer’s accountant(s), Customer’s bookkeeper(s), Customer’s attorney(s), Customer’s tax advisor(s), Customer’s employee(s), Customer’s consultant(s), Customer’s financial advisor(s) and the like.  Any reference in this Agreement to “Customer”, “you” or “your” shall also include and refer to any Authorized Third Party requested by Customer.  All terms and provisions of this Agreement shall be binding upon any Authorized Third Party.   Institution may terminate or restrict any online access by any Authorized Third Party at any time, with or without notice, as Institution in its sole discretion may deem in the best interests of Institution or Customer, although Institution does not have any duty to do so.   Any online access by any Authorized Third Party to any of Customer’s online banking records and bank information allowed by Institution shall be subject to any additional unwritten requirements, terms and conditions imposed by Institution from time to time as Institution in its sole discretion may deem in the best interests of Institution or Customer.   Customer assumes all risk and liability whatsoever by requesting or allowing any Authorized Third Party of Customer to have access to Customer’s online bank records and bank information with Institution.   Customer and Authorized Third Party waive and release all known and unknown, absolute and contingent, claims, defenses, setoffs or counterclaims, whether now existing or arising hereafter, against Institution and its successors, assigns and representatives in any way related to Authorized Third Party’s online access to any of Customer’s bank records or bank information at Institution.   Customer is strictly cautioned by Institution to give serious consideration to the provisions of this Agreement relating to any Authorized Third Party and to give serious consideration to the trustworthiness of any potential Authorized Third Party before requesting online access by any Authorized Third Party to Customer’s personal information, financial information, bank records and bank information at Institution

I  HAVE  READ  AND  UNDERSTAND  THE  FOREGOING  AGREEMENT  AND  AGREE  TO  BE  BOUND  BY  ALL  ITS  TERMS.