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Online Banking Services Agreement

Part One: OUR AGREEMENT
This Agreement is made by and between Northmark Bank (the Bank, we, us or our) and the person or persons (you or your) who have applied for, have been accepted to access and use or access and use any of the electronic banking services which the Bank makes available over the Internet, collectively referred to as the "Services." Its terms and conditions govern your access and use of the Services which include Online Banking Service, Online BillPay Service, Mobile Banking Service and Mobile Check Deposit Service.
When you sign this Agreement by hand or accept it electronically and each time afterward when you access or use any of the Services, you accept and agree to all of its terms and conditions. When you use any of the Services after the effective date of any amendment to this Agreement, your use will constitute your acceptance of the Agreement as so amended.
You should read this Agreement carefully to understand how the Services operate, as well as your rights and obligations if you apply for, access or use any of the Services. You will receive a copy of this Agreement when you apply for the Services, and later at your request. You should retain a copy of this Agreement for your files. You may call us at (978) 686-9100 or (781) 721-9100 to request a copy of this Agreement be mailed to you at your home or business address.
Access to and use of the Bank's Services is subject to the terms and conditions of this Agreement, to the terms and conditions of your various Account agreements and disclosures and to the Bank's rules, regulations, procedures and policies, as amended from time to time, that apply to the Services. In the event of any conflict between the terms and conditions of this Agreement and any other Account agreement, disclosure, rule, regulation, procedure or policy, this Agreement shall prevail. In addition you agree to be bound by and comply with all applicable state and federal laws and regulations and rules of the automated clearinghouse associations, as applicable.
This Agreement represents our complete agreement with you relating to our provision of the Services. No other statement, oral or written, including language contained in our Online Banking website, unless otherwise expressly noted herein, is part of this Agreement.
1.1 Definitions In this Agreement, the words
"Account Disclosures" mean the signature card, deposit account agreement, disclosure of interest, fees and account terms, EFT Statement, privacy statement, check clearing and funds availability policy, loan note, mortgage, security agreement, loan disclosures and any other similar documents used by the Bank, each as amended from time to time.
"Account" means any deposit or loan account that you maintain with us, including a Bill Payment Account, and which we allow you to designate for use with the Services.
"Agreement" means this Online Banking Services Agreement and all procedures, exhibits, schedules, documents and other agreements referenced herein, each as amended from time to time.
"Authorized User" means a person with authority of any kind with respect to an Account or an online banking transaction.
"Bill Payment Account" means any checking, NOW or MoneyFund Account which we allow you to designate for use with the Online BillPay Service.
"Business Day" means any day other than Saturday, Sunday and holidays observed by the Federal Reserve Bank of Boston, Massachusetts.
"EFT Statement" means the Northmark Bank Electronic Funds Transfer Disclosure Statement, as amended from time to time, which describes the terms and conditions under which we will provide electronic fund transfer services to you and a Consumer's rights and obligations as a user of our electronic services, a copy of which Statement you acknowledge having received.
"Mobile Device" means a web enabled mobile phone or device whose network allows secure SSL traffic and supports Wireless Application Protocol (WAP) browsers.
"Payee" means a merchant, individual or institution having a mailing address in the United States that you designate to pay using our Online BillPay Service and we accept as a Payee.
"Payment" means a payment of $1.00 or more made or to be made by you to a Payee through our Online BillPay Service. Bill payments via check or electronic transfer are limited to $50,000.00 per payment. Person-to-person electronic payments sent via direct deposit or via email are limited to $1,000.00 per payment and $1,500.00 per business day.
"Services" mean our Online Banking Service, our Online BillPay Service, our Mobile Banking Service and our Mobile Check Deposit Service, all as described hereafter in this Agreement, together with any other online service which we may add from time to time hereafter.
"User ID" means a unique sequence of characters used to identify a particular user of our Services and to initiate access to the Services; also known as a login name and sign-in name.
"User Password" or "Password" means a unique sequence of characters selected by a particular user of the Services and shared with the Online Banking Services system to authenticate the user to the system and only then permit access and use of the Services
"We," "us," "our" and "the Bank" means Northmark Bank and any independent contractor or third party service provider that we, in our sole discretion, involve in the provision of any of the Services.
"You" and "your" means any person or persons who have applied for, have been accepted to use and access or use any Service.
1.2 Your authority regarding your Accounts and your joint Accounts
You hereby represent and warrant that you are the owner of the Account(s) and that you have full right, authority and power to execute, deliver and perform this Agreement. If you own an Account jointly with another person, and if one owner or Authorized User, acting alone, may deposit, withdraw or borrow from that Account, you may, acting alone, perform transactions, obtain information, terminate this Agreement or otherwise transact business with or take actions regarding that Account under the terms of this Agreement. We are not required to obtain the consent of any other joint owner, or notify any owner of the actions of another owner. However, each of you will only be permitted to access Accounts for which you are an owner or Authorized User. You hereby release us from any liability and agree not to make a claim or bring any action against us for honoring or allowing any actions or transactions where the person performing the action or transaction is a joint owner or is otherwise authorized to use your Account(s). You agree to indemnify us and hold us harmless from any and all liability (including, but not limited to, reasonable attorney's fees) arising from any such claims or actions.
We will not provide Services to any Account which requires more than one signature to initiate or approve any transaction. In the event that we inadvertently or erroneously establish access and use of the Services for an Account requiring more than one signature at your request you hereby agree to indemnify the Bank and hold it harmless from any and all losses, expenses or liabilities incurred arising therefrom.
If you obtain our Services for any Accounts owned by an entity other than an individual or a proprietorship, you warrant and represent that you execute this Agreement and obtain the use of the Services on behalf of said entity as its Authorized Representative. You further warrant and represent that, as the Authorized Representative of said entity, you are duly authorized to execute this Agreement and to thereafter use the Services to access its Accounts from time to time to initiate and complete any and all of the various kinds of transactions available through the Services.
1.3 To establish your Online Banking Services:
(a) You must complete and submit an application to us. Availability of our Online BillPay Service, Mobile Banking Service and Mobile Check Deposit Service are conditioned upon having access to our Online Banking Service.
To apply for the Services, you must be an established client of the Bank, have a deposit Account at the Bank and complete an Online Banking application. If your Online Banking application is approved, all deposit and loan Accounts which you maintain with us may be accessible through the Online Banking Service. If your Online Banking application is approved and your Mobile Device meets our requirements (Please see Section 4.1), you may download and use our Mobile Banking Service. If you apply for our Online BillPay Service, you must have a transaction Account at the Bank to serve as your Bill Payment Account.
You acknowledge and understand that only the Account owner who applies for the Services may use the Services to access the Accounts. Each Account owner will be bound by all the terms and conditions of this Agreement. Each Account owner understands and has agreed that, as an Account owner, he or she is jointly and severally liable for all transactions, fees and charges and other responsibilities that may arise under this Agreement, regardless of whether such Account owner actually accesses or uses any of the Online Banking Services.
Your completed application (and any other forms, schedules or documents that we may require from time to time) may be returned to any of our offices and must be reviewed and accepted by us. We reserve the right to reject your applications and related forms, schedules and documents or to refuse you access to or use of the Services for any reason and in our sole discretion.
(b) You must designate at least one deposit Account to be used with the Services. If you apply for the Online BillPay Service, you must designate and maintain at least one Bill Payment Account as long as you use the Online BillPay Service
You may change or add Accounts at any time. However, we reserve the right to deny access to any particular Account using the Services at any time in our sole discretion. If your Account is closed, becomes dormant or if it is no longer designated for use with the applicable Services, use of the Services for that Account are automatically terminated.
(c) You must provide suitable computer hardware and software to access and use the Services.
To access or use the Services, you must provide at your own expense a personal computer and/or Mobile Device, necessary software, mobile service, Internet or other connections and security functions, including a supported web browser with an industry standard encryption setting and equipment needed to access or use the Services (collectively, the Computer Equipment). You are solely responsible for the installation, maintenance, operation and use of the Computer Equipment and all related charges. It is your responsibility to install, to maintain and to update periodically virus protection software on your personal computer and Mobile Device and to scan your computer and Mobile Device regularly using an up-to date virus protection product.
We are not responsible for any errors or failures caused by any Computer Equipment malfunction or defect, computer virus, malware or similar problems that may be associated with access to or use of the Services or the Computer Equipment or for any loss, damage or injury (whether direct, indirect, special, consequential or otherwise), arising or resulting from (a) any interruption in your electrical power or Internet service, (b) the disconnecting of your telephone service by your telephone company or deficiencies in your telephone service quality, (c) any defect or malfunction of your Computer Equipment, (d) any failure of any Internet or other service provider providing your connection to the Internet or any browser software that results in an interruption of your access to the Services, (e) any compromise or delay in transmission of information you provide to us, (f) any installation, maintenance, operation or use, or any configuration problem or incompatibility of the Computer Equipment, (g) any feature or function of the Computer Equipment that is not involved with the Services, (h) your installation, maintenance, operation or use of the Computer Equipment or the Services, (i) any unauthorized modification of Mobile Devices that may cause security vulnerabilities, instability and other issues, including the hacking process known as "jailbreaking," (j) any errors that occur due to loss of mobile network connection, (k) any loss of information or related problems as a result of accessing the Services or performing financial transactions on public Wi-Fi. For your protection, you should sign off after every Online Banking session and close your browser to ensure confidentiality.
1.4 You must provide your current email address.
It is your responsibility to ensure that we have your current and valid email address on file. You may update your email address by selecting the "More Functions" tab on our Online Banking System or by notifying us using the contact information in Section 6.22 of this Agreement.
1.5 Your User ID and Password.
Once we have approved your Application, you will receive your User ID and a temporary Password. You will be required to select a new Password upon your initial use of the Services, and you thereafter may change your User ID and Password from time to time and at your sole discretion in accordance with this Agreement. Your User ID and Password must at all times during the term of this Agreement satisfy the security procedures that we, in our sole discretion, establish from time to time. For security reasons, the Services will require you to change your Password periodically. You should not choose as your Password any personal identification number for any debit or automated teller machine card that can be used to obtain access to any account you maintain with us or with another financial institution now or in the future.
You accept as your sole responsibility the selection, use, protection, confidentiality of, and access to, your User ID and Password. You may provide your User ID or Password to your Authorized Representative(s) if any but not to any other person or otherwise permit any person to use your User ID or Password. You agree to take reasonable precautions to safeguard your User ID and Password and to keep them confidential. You acknowledge and agree that, if you permit any other person including but not limited to your Authorized Representative(s) to access or use any Service or if you give any person your User ID or Password, you are responsible, to the extent permitted by law, for any such access or use and charges incurred by such person, even if that person exceeds your authorization. Anyone to whom you give your User ID and Password or other means of access will have full access to your Accounts, even if you attempt to limit that person's authority. If you authorize any other persons to use your User ID and Password in any manner, your authorization will be considered unlimited in amount and manner. For this reason, you should not disclose your User ID or Password to or otherwise allow access to or use of the services by any other person.
1.6 Your use of your User ID and Password on your Computer Equipment or Mobile Device is a security procedure established by the Bank to authenticate the identity of the person attempting to gain access to the Services. Your User ID and Password identify and authenticate you to us when you access or use the Services and can be entered by only one person at a time. You authorize us to rely on your User ID and Password to identify you when you access or use any of the Services, and as signature authorization for any Payment, transfer or other Service. You acknowledge and agree that we are authorized to make the Services available to anyone using your User ID and Password, and to act on any and all communications or instructions received under your User ID and Password, regardless of whether the communications or instructions are authorized or any authorization is exceeded. You also further acknowledge and agree that we are not under any obligation to inquire as to the authority or propriety of any such communications or instructions.
We own your User ID and Password, and you may not transfer them to any other person. You agree to discontinue use of your User ID and Password on our demand and upon termination of this Agreement. If this Agreement is terminated, your User ID and Password will be deactivated and may not be used to access or use the Services.
You hereby agree (a) to comply with our above described security procedure and with any and all other security procedures which the Bank hereafter directs you to use and (b) to keep all such security procedures protected, secure and strictly confidential, providing or making them available only to your Authorized Representative(s). You also agree (a) that the use of your User ID and Password on your Computer Equipment and/or your Mobile Device is a commercially reasonable method for the purpose of verifying if any Payment, transfer or other access to or use of the Services is initiated by you (b) that your User ID and Password is not designed or intended to detect any errors relating to or arising out of a Payment, transfer or other access to or use of the Services and (c) that it is commercially reasonable that your User ID and Password are not designed or intended to detect any such errors.
We reserve the right to modify, amend, supplement or replace any or all security procedures at any time and from time to time in our sole discretion. We will endeavor to give you reasonable notice of any change in security procedures; provided that we may make any change in security procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed security procedures after any change in security procedures shall constitute your agreement to the change and your agreement that the applicable security procedures, as changed, are commercially reasonable and adequate for the purposes intended.
1.7 CONTACT US IMMEDIATELY IN THE EVENT OF UNAUTHORIZED PAYMENT OR TRANSFER OR IF YOUR COMPUTER, MOBILE DEVICE, USER ID OR PASSWORD HAS BEEN LOST, STOLEN, OR COMPROMISED.
If you believe that your mobile device or computer has been lost or stolen, that the confidentiality of your User ID or Password or both has been compromised in any manner, your User ID or Password or both have been lost, stolen or used (or may be used) or that someone has authorized (or may authorize) a Payment, transfer or Electronic Fund Transfer through the Services without your permission, or that we may have made an error with respect to any of your Accounts or if you suspect any fraudulent activity on your Account, call Deposit Services by dialing 978-686-9100 or 781-721-9100 Monday through Friday from 8:30 a.m. to 5:00 p.m., Eastern Time and Saturdays from 8:30 a.m. and 12:00 p.m., Eastern Time, email us anytime using the secure email feature on our website, https://www.northmarkbank.com, write to us at Northmark Bank, Deposit Services, P.O. Box 825, North Andover, MA 01845 or visit one of our banking offices.
1.8 You must maintain sufficient funds in your Account(s).
You agree to maintain sufficient available funds (which includes your available credit limit if you have overdraft protection) in your Account(s) at all times for us to make a Payment or a transfer or to perform other Services, and when you authorize us to take such action, you represent and warrant that you have sufficient available funds in your Account to cover the amount of the Payment, transfer or other Service. You agree that we may make a Payment or transfer or perform a Service even if such action causes one or more of your Accounts to be overdrawn. If we do this, you further agree that we may charge to and debit from your Account (or any other deposit or loan Account you maintain with us, if necessary) the amount of the Payment, transfer or other Service fees, an overdraft fee and any other applicable fees, suspend your access to or use of the Services or terminate this Agreement in a manner provided in this Agreement. (The amounts of the overdraft and other applicable fees are disclosed in the Account Disclosures.)
If we are unable to make a Payment or transfer or to perform another Service for any reason associated with your Account, the Payment, transfer or other Service may not be completed, we will not notify you, unless we are required to do so by applicable law, and we will not be liable to you or any third party. You are responsible for either making alternate arrangements for the Payment or transfer or rescheduling the Payment or transfer through the Services. We reserve the right to exercise any collection efforts deemed necessary in order to recover Payments or transfers made on your behalf, and we may terminate this Agreement or block your ability to use the Services, which means that no further Payments or transfers will be processed, until you pay any amounts due and owing.
You authorize us to, and we may in our sole discretion, charge and automatically deduct (a) from your Accounts (or any other deposit account you maintain with us, if necessary) the amount of a transfer or other Service on or after the date we make a transfer or perform the other Service, and (b) from your Bill Payment Account (or any other Account or deposit account you maintain with us, if necessary) the amount of a Payment on or after the date we execute the Payment.
1.9 Your other continuing responsibilities as a user of the Services.
At our request, you will provide accurate information updating your registration for the Services. You will make no use of the services which is illegal or contrary to any contractual or other binding obligation to which you are subject. You will review your Account statements and information and will report any errors to us as soon as possible.
1.10 You assume the risks of using the Internet.
For any Services described in this Agreement utilizing the Internet, you understand and acknowledge that, while the Bank has put in place security practices and measures to safeguard your various online and mobile banking activities, the Internet is not an absolutely secure environment and the Bank cannot guarantee the complete security of such activities. We do not and cannot control the flow of data to or from our network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. Actions and inactions of such third parties can impair or disrupt your connections to the Internet. We cannot guarantee that such events shall not occur. Accordingly, we disclaim any and all liability to you resulting from or related to such events and in no event shall we be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, your ability to connect to the Internet, or our ability to connect to the Internet on your behalf.
Part Two: ONLINE BANKING SERVICES
2.1 General description. You can access and use our Online Banking Services to (a) view Account balances and transaction history, (b) view and print Account statements, (c) transfer funds between your deposit Accounts, (d) make payments from any deposit Account to any loan Account and (e) initiate advances from certain loan Accounts to a deposit Account. We reserve the right to refuse transfers between certain types of Accounts under certain circumstances and to change the Online Banking Services.
2.2 Types of Online Banking transfers. Transfers initiated using the Online Banking Service may be established to occur on a recurring or non-recurring basis. A "non-recurring" Transfer is a one-time transfer that is scheduled to be initiated either on the same day you ask us to initiate the transfer (Same Day Funds Transfer) or a future date (Future Funds Transfer). A "recurring" Transfer is a transfer which, once entered in the Online Banking Service, will automatically be initiated in a fixed amount on a fixed frequency (e.g., weekly or monthly) to a specified Account.
2.3 Funds transfer dates. Transfers initiated using the Online Banking Service may be initiated or scheduled to be made only on a Business Day. We must receive a Same Day Funds Transfer by 8:00 p.m., Eastern Time, on a Business Day in order for it to be effected on the same Business Day. Otherwise, any such transfer will be affected on the next Business Day. If you ask us to issue a Same Day Funds Transfer, Future Funds Transfer or a recurring transfer on a day that is not a Business Day, it will be issued on the next Business Day after the day specified.
2.4 Funds availability. If you make a deposit to any of your deposit Accounts by transferring funds using the Online Banking Services before 8:00 p.m., Eastern Time, on any Business Day we will consider that day to be the day we receive your deposit. Otherwise we will consider your deposit to be received by us on the next Business Day. Funds will be made available to you in accordance with our Funds Availability Policy, a copy of which you acknowledge having received.
2.5 Transfer amounts. A transfer may be made in any amount, not exceeding the available balance in the Account from which the transfer is made. We may from time to time and in our sole discretion refuse to issue transfers you may request using the Online Banking Service.
2.6 Northmark Bank loan payments. We will make reasonable efforts to ensure that any loan payment received by us using the Online Banking Service prior to 8:00 p.m., Eastern Time, on a Business Day, is posted to your loan Account on that same day. Any such loan payment requested through the Online Banking Service received after 8:00 p.m., Eastern Time, on any Business Day or at any time on a day that is not a Business Day will be posted to your loan Account on the next Business Day.
2.7 Cancelling, changing or stopping Transfers. You cannot cancel, change or stop any Transfers you request using the Online Banking Service, other than a future Transfer or a recurring Transfer. You must make any request to stop a Future Transfer or recurring transfer affording us a reasonable time for us to receive and act on your request by 8:00 p.m., Eastern Time, on the Business Day on which the Transfer is scheduled. Please see our EFT Statement for the procedures by which you can cancel, change or stop a recurring transfer.
Part Three: ONLINE BILLPAY SERVICE
3.1 General description. You may access and use the Online BillPay Service to (a) review your Payment history, (b) maintain and review your list of Payees and (c) pay bills or make person-to-person payments from your Bill Payment Account either on an automatic or recurring basis, or periodically as you may request from time to time, to certain of your Payees, by providing us with your Payment Instructions. We reserve the right to refuse to make Payments under certain circumstances and to change the Online BillPay Service.
3.2 Your Payment Instructions. To pay a bill or to make a person-to-person payment, you must establish your Payment Instructions in the Online BillPay Service. We are not responsible for a Payment that is not made if you did not properly follow the instructions for making a Payment or for any failure to make a Payment if you fail to promptly notify us after you learn that you have not received credit from a Payee for a payment. Payment Instructions include the name and address of the Payee that holds your utility, credit card, loan or other account (Payee Account) and to which you instruct us to direct a payment representing all or a portion of your outstanding Payee Account balance (Payment), your Payee Account number, the Business Day on which a Payment should be issued (Processing Date) and any other information necessary for us to make a Payment on your behalf. For a person-to-person payment, Payment Instructions include the Payee's email address or the routing transit number and account number of the payee. For a person-to-person payment sent to an email address, Payment Instructions also include a keyword selected by you at the time the Payment Instructions are created.
You are solely responsible for establishing (and making any changes to) any Payment Instructions entered into the Online BillPay Service, for securely communicating that keyword to the Payee and for ensuring that the Payee of any payments sent via email completes the payment setup process.
Any failure to provide correct Payment Instructions may result in late Payments or Payments posting to an incorrect Payee Account. Payment Instructions that are established in the Online BillPay Service on a day that is not a Business Day or at any time after 3:00 p.m., Eastern Time, on any Business Day will be considered received by us on the next Business Day. If you are accessing our Online Banking Services through a Mobile Device, you will be unable to set up a new Payee for Bill Payment, modify information regarding an existing Payee, or set up recurring Payments.
3.3 Your Payment authorizations. By establishing your Payment Instructions in the Online BillPay Service, you authorize us to, and you agree that we may, following your Payment Instructions, access and debit your Bill Payment Account in the amount of the Payment on or after the Processing Date and send it on your behalf to the designated Payee on the Processing Date. We will not send any Payment or debit your Bill Payment Account unless and until you authorize us to do so. You agree that the use of your User ID and Password and the provision of your Payment Instructions will have the same effect as your signature authorizing us to access and debit the amount of a Payment from your Bill Payment Account (or any other deposit account you maintain with us, if necessary).
3.4 Forms of Payments. You may use the Online BillPay Service to authorize recurring Payments (i.e., Payments that you schedule in advance to recur at substantially regular intervals in the same or different amounts to the same Payee) or non-recurring Payments (i.e., a single, one-time Payment to a specified Payee).
Payments will only be issued in U.S. dollars and may be made by transferring funds electronically to a Payee, by sending a Payee a paper check or by any other available means, in our sole discretion. You and we agree that any Payment executed through an automated clearing house transfer will be subject to the rules of the National Automated Clearing House Association or the rules of any other automated clearing house that we may use from time to time to make a Payment.
3.5 Payees, prohibited Payees, prohibited Payments. Payments through the Online BillPay Service may be made to any Payee that agrees to accept Payments in this manner; however, the Online Bill Pay Service cannot be used to make Payments for (a) Payees having a mailing address outside of the United States, (b) Payees on the federal Office of Foreign Asset Control's list of Specially Designated Nationals and Blocked Persons, (c) tax payments to the Internal Revenue Service or any state or other government agency, (d) court-ordered payments, such as child support or alimony, (e) internet gambling payments or (f) settlement of security purchases (each, a Prohibited Payment). We reserve the right to further restrict types of Payees to which Payments may be made from time-to-time using the Online BillPay Service. You acknowledge that if you instruct the Online BillPay Service to make a Prohibited Payment, we may not initiate the Payment, we will not notify you, and we will not be liable to you or any third party for penalties, cancellation of coverage or any other expense or amount related to nonpayment or the processing or completion of such a Payment in violation of this Agreement. We also reserve the right to refuse to make any other Payment and will notify you as soon as is practicable if we refuse to make a Payment (other than a Prohibited Payment) to any other Payee you designate from time to time, and we will not be liable to you or any third party for our refusal to make any such Payment. You are solely responsible for making alternate arrangements for these Payments, as well as Prohibited Payments.
3.6 Scheduling your Payments. You understand and acknowledge that it is your responsibility to establish your Payment Instructions with the Online BillPay Service in a timely manner so as to afford us a reasonable opportunity to act on and process them. For an electronic Payment, you must establish your Processing Date at least two (2) Business Days in advance of the date on which your Payment for the designated Payee Account is actually due, excluding any applicable grace periods. For a Payment by mail, you must establish your Processing Date at least five (5) Business Days in advance of the date on which your Payment for the designated Payee Account is actually due, excluding any applicable grace periods. The system will calculate the estimated arrival date of your Payment. This is only an estimate, so please allow ample time for your Payments to reach your Payees. You further understand and acknowledge that, due to circumstances beyond our control (for example, delays in handling and posting Payments by Payees) some of your Payments may not be received or processed by the designated Payee in a timely manner. You are responsible for any late payment, interest or other penalties that may be imposed for any reason.
3.7 Processing Dates. A single Payment will be processed on the Business Day that you designate as the Payment's processing date, provided the Payment is submitted prior to the daily cut-off time on that date. The daily cut-off time is currently 3:00 p.m., Eastern Time. A single Payment submitted after the cut-off time on the designated processing date will be processed on the next Business Day. If you designate a non-Business Day as the Payment's processing date, the Payment will be processed on the first Business Day following the designated processing date.
When a recurring Payment is processed, it is automatically rescheduled by the system. Based upon your selected frequency settings for the Payment, a processing date is calculated for the next occurrence of the payment. If the calculated processing date is a non-Business Date it is adjusted based upon the following rules:
If the recurring Payment's "Pay Before" option is selected, the processing date for the new occurrence of the Payment is adjusted to the first Business Day prior to the calculated processing date.
If the recurring Payment's "Pay After" option is selected, the processing date for the new occurrence of the Payment is adjusted to the first Business Day after the calculated processing date.
If your frequency settings for a recurring Payment specify the 29th, 30th, or 31st as a particular day of the month for processing and that day does not exist in the month of the calculated processing date, then the last calendar day of that month is used as the calculated processing date. You understand and acknowledge that we will debit your Bill Payment Account in the amount of the Payment on the Processing Date if your Payment is sent electronically, and, if your Payment is made by check or draft, on the date on which the check or draft is presented to us for payment against your Bill Payment Account.
3.8 Canceling or modifying your Payments. You may use the Online BillPay Service to cancel or modify any Payment (including a recurring Payment) if you make such a request allowing reasonable time for us to receive and act on your request before we originate the Payment. Payments are originated at approximately 8:00 a.m. and 3:00 p.m., Eastern Time on each Business Day. If we do not receive your instruction in time to cancel a transaction, we may process the transaction and shall not be liable to you or any third party for any harm or loss suffered as a result.
3.9 Stop payments for mailed Payments by check. You may not ask us to stop payment on any Payment that is sent electronically. You may, however, ask us to stop payment on any Payment made by sending a Payee a paper check, provided you make the request allowing us a reasonable time to act, you pay us any stop payment fee the amount of which is disclosed in the Account Disclosures as amended from time to time, and you otherwise comply with our check stop payment procedures. Please see the EFT Statement for additional information about your ability to ask us to stop payment on a recurring Payment.
3.10 Transfers from savings/money market deposit accounts. Federal regulations require us to limit, either by contract or in practice, the number of certain types of transfers from savings and money market deposit Accounts. You are limited to six (6) preauthorized electronic fund transfers per calendar month from savings and money market deposit Accounts, including transfers to other Accounts owned by you or third parties. Each fund transfer through the Service from your savings or money market deposit Account is counted as one of the six (6) transfers permitted each calendar month. However, Payments to your loan Accounts with us are not counted toward this transfer limit for savings and money market deposit Accounts.
3.11 Insufficient funds for a Payment
(a) Payment by Check: When you initiate a Bill Payment that will be made by check, you authorize us to issue a check drawn on your Bill Payment Account for the requested amount. If sufficient funds are not available in your Bill Payment Account when the check is presented for payment, we may refuse to honor the check and return it unpaid. At our sole discretion, we may elect to pay the check regardless of the insufficient funds. In either event, your Bill Payment Account will be charged our then current fee for processing insufficient items, whether the check is paid or returned, as applicable. You are responsible for any loss or penalty that you may incur due to a lack of sufficient funds or other conditions that may prevent the withdrawal of funds from your Bill Payment Account.
(b) Electronic Payment: If a Payment is to be made electronically and your Bill Payment Account does not have sufficient funds to make a Payment on the day we attempt to process it, we will continue to attempt to process the Payment each Business Day for five Business Days. If the Bill Payment Account does not have sufficient funds to process the payment after five Business Days, the payment will be cancelled. If your Bill Payment Account does not have sufficient funds to make a Transfer at the time a Transfer is attempted to be made, the Transfer will not be made and you will receive a message that states "ERROR Funds unavailable to complete transfer." Bank shall have no obligation or liability if it does not complete a Transfer or Payment because there are insufficient funds in your Bill Payment Account to process a transaction. In all cases, you are responsible for either making alternate arrangements for the Payment or rescheduling the Payment through the Service.
(c) Resolution of Returned Payment: In the event a Payment is returned to us for any reason, you authorize us, in our sole and absolute discretion, to either research and correct the Payment information or to void the Payment and re-credit your Bill Payment Account.
Part Four: MOBILE BANKING SERVICE
4.1 General description. Mobile Banking Service (the Mobile Banking Service) refers generally to any service allowing an existing Bank customer to access and use most features of our Services through a web-enabled mobile phone or device ("Mobile Device"), downloadable Mobile Banking Applications ("Mobile Banking Apps"), the mobile optimized version of the Bank's website ("Mobile Web"), or through any indirect service, whose network allows secure SSL traffic and supports Wireless Application Protocol (WAP) browsers. We do not guarantee the functionality of our Mobile Banking Service on all wireless devices; however, generally, the Mobile Banking Service should be compatible with any web-enabled mobile phone or other Mobile Device running a current version of a supported operating system. The Mobile Banking Service and Mobile Banking Apps allows you to view transaction history, view Account balances, view Account transaction history, transfer funds between Accounts, pay bills to payees and view alerts.
In most cases you may use the Mobile Banking Service and the Mobile Banking Apps to gain access to deposit Accounts in which you have an unrestricted right to withdraw funds. However, the Bank, as it may determine at any time and from time to time in its sole discretion, may deny Mobile Banking Service or Mobile Banking Apps Account access, restrict Mobile Banking Service Account transactions, or place limits on the specific dollar amount of funds that may be withdrawn or transferred from any Account.
You acknowledge and agree that these services may be provided by an independent third party service provider ("Vendor") as selected by Bank, and that both the Vendor and the Mobile Banking Service are subject to change from time to time without notice to you. You further acknowledge, agree, and stipulate that the Vendor is independent contractor providing software and data transmission services and is not the agent of you or the Bank. Neither the Bank nor the Vendor is responsible for the actions or omissions of the other.
4.2 Available Mobile Services.
The Mobile Banking Service is similar to but not identical to our Online Banking Service on a personal computer. You can view your available Account balances and review Account history on the Accounts displayed by your Online Banking Service. Our Mobile Banking Service allows you to transfer money between your Accounts. You must select the Accounts to and from which funds will be transferred, and you will receive a confirmation when the transaction is completed.
If you have signed up for our Online Banking Bill Pay Service, the Mobile Banking Service allows you to pay bills to established Payees. A confirmation message and number will be displayed after the bill payment is complete. New Payees and recurring Payments must be set up through the Online Banking Service. You will be unable to set up a new Payee, modify information regarding an existing Payee, or set up recurring Payments though our Mobile Banking Service.
If you have Alerts on your Account, you may review the Alerts with the Mobile Banking Service. New Alerts cannot be set up using this service and must be set up through the use of the Online Banking Service.
From time to time, we may develop additional mobile banking services. As such services are developed you will have the opportunity to add them to your Mobile Banking Service, provided you have compatible hardware and software.
4.3 How to set up your Mobile Banking Service. To download and use our Mobile Banking Service, you must be established as a user of our Online Banking Service and have a compatible Mobile Device. To begin, you must download the Bank's Mobile Banking App appropriate for your Mobile Device and enter Your Online Banking User ID and Password. You must then read and accept this Online Banking Services Agreement, then click "Continue" which will bring you to our Online Banking website. To begin each later session accessing and using our Mobile Banking Service, you will be required to provide Online Banking User ID and Password.
4.4 Availability of your Mobile Banking Service. We will use reasonable efforts to make the Mobile Banking Service available for your use on a continuous basis. The Mobile Banking Service may be unavailable for short periods of time for regular or emergency system maintenance. We will endeavor to have our scheduled maintenance occur during non-peak hours. In addition, accessibility to the Mobile Banking Service may be interrupted because of conditions beyond our control, including outages in Internet, cellular or other communications availability. We will use diligent efforts to re-establish the Mobile Service as promptly as possible. We do not promise the Mobile Banking Service will always be available for your use. We may elect to discontinue this Mobile Banking Service at any time. If we choose to discontinue the Mobile Banking Service, we will provide you with reasonable notice in advance of that fact. We reserve the right at all times to take actions to protect our systems and information, including denial of access to users of the Mobile Banking Service.
4.5 Physical and electronic security. Because the Mobile Banking Service is similar to Online Banking on a personal computer, there are various security risks associated with the use of the Mobile Banking Service. The hardware and software that you use in connection with the Mobile Banking Service may be subject to unauthorized tracking or other manipulation by spyware or other malicious code. We are not responsible for advising you of the existence or potential effect of such malicious code, and your use of your hardware and software is at your own risk. We will use commercially reasonable efforts to secure the Mobile Banking Service to prevent access by unauthorized persons and encrypting the password input fields. Even with up to date security software, no computer or device connected to the internet is immune from security threats as new vulnerabilities may be discovered in software or hardware. No security system is failsafe, and despite our efforts the security of the Mobile Banking Service could be compromised or malicious code could be introduced by third parties. We will provide you with notice if your information is the subject of a security breach as required by applicable law.
You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against fraudulent voice calls, e-mail and/or text messages fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as "phishing" or "pharming" or "Smishing"). You acknowledge that, other than at the time you are registering for this Service, the Bank will never contact you by e-mail or text message in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information. In the event you receive an e-mail, text message, or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree that you shall not respond to the communication, provide any information to the sender of the communication, click on any links in the communication, or otherwise comply with any instructions in the communication. To the extent allowed by law, you agree that the Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, text message or internet fraud.
4.6 When your Account is charged for a Payment or Transfer. Transfers and electronic Payments from your Account initiated through the Mobile Service are processed in the same manner as similar transactions originated online. Transfers will be posted to your account in accordance with the provisions of Section 2.3 of this Agreement. Payments will be processed in accordance with the provisions of Section 3.7 of this Agreement. We may refuse to act on your Transfer instructions or electronic Payment request if sufficient funds, including funds available under any overdraft protection plan, are not available in your Account on the date you want us to make the Transfer or Payment. Payments by check will be deducted from your Account when the check is presented to the Bank for payment.
4.7 Processing internal fund transfers. We can process a Payment at 8:00 a.m. and at 3:00 p.m. Eastern Time on a Business Day. We can process a Transfer until 8:00 p.m. Eastern Time on a Business Day. You are obligated to us to provide sufficient funds for any Payments or Transfers that you make or authorize to be made. If we complete a Payment or Transfer that you make or authorize and we subsequently learn that you have insufficient funds for the transaction, you agree that we may reverse the transaction or offset the shortage with funds from any other deposit account(s) you have with us to the extent permissible by applicable law and the terms of any other relevant agreements.
If there are insufficient funds in your Account to make a Transfer or Payment, we may refuse to make the Transfer or Payment or we may make the Transfer or Payment and overdraw your Account. In either event, you are responsible for any non-sufficient funds ("NSF") charges that may apply.
4.8 Cancelling your Transfers or Payments. To cancel a pending Transfer you must use your Online Banking Service and you must comply with the provisions of Section 2.7 of this Agreement. To cancel a pending Payment, you must use your Online Banking Service and you must comply with the provisions of Section 3.8 of this Agreement.
4.9 Recurring Payments and Transfers cannot be made through your Mobile Service. You may make only one-time Payments which do not reoccur, and are not made until you enter the Payee, the payment date and the amount of the current bill payment and submit the Payment. A stop payment cannot be placed on an Electronic Bill Payment transaction once issued and the Payment cannot be cancelled. However, a stop payment can be placed on a Bill Payment transaction by Bill Payment check any time prior to the check being presented for final payment subject to the completion of a Stop Payment Request.
In the event a Payment is returned to us for any reason, you authorize us, in our sole and absolute discretion, either to research and correct the Payment information or to void the Payment and re-credit your Account.
4.10 Confirmation numbers. Upon completion of a Transfer or Payment, a confirmation message will be displayed on your Mobile Device confirming that the transaction has been completed. You should record the Payee information (if applicable), the date of the Transfer or Payment, and the amount of the Transfer or Payment, in your checkbook/transaction register or other permanent record. This procedure will help in resolving any problems that may occur. No printed receipts are issued through the Mobile Banking Service.
4.11 You are responsible for wireless carrier fees to access your Mobile Banking Service. There is no fee or charge assessed by us for you to register for or access and use the Mobile Service. (If we choose to assess fees or charges in the future, you will receive prior notice of such fees or charges, as required by law.) You may, however, incur charges to receive Internet service on your Mobile Device. You may also incur charges from your wireless carrier when sending and receiving text messages. You will be responsible to your wireless carrier for any such Internet or text messaging charges.
4.12 Export control & international use. The United States controls the export of products and information containing encryption ("Controlled Technology"). You agree to comply with such restrictions and not to export or re-export any Controlled Technology within the Service to countries or persons prohibited under the Export Administration Regulations ("EAR"). By downloading any products or information from this Mobile Banking Service, you represent that you are not in a country where such export is prohibited and that you are not a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any products or information subject to the EAR. We do not make any representation that any content or use of the Mobile Banking Service is appropriate or available for use in locations outside the United States. Accessing the Mobile Banking Service from locations where its contents or use is illegal is prohibited by the Bank. Those choosing to access the Mobile Banking Service from locations outside the United States do so at their own risk and are responsible for compliance with federal, Massachusetts and local laws.
4.13 Our proprietary rights. Other than your account information, all content received on the Mobile Banking Service is the exclusive property of the Bank and/or its licensors and is protected by copyrights or other intellectual property rights.
4.14 The Bank's responsibilities regarding your Mobile Banking Service. We agree to use ordinary care in rendering Mobile Banking Service under this Agreement. You recognize and agree that ordinary care does not mean error free. You agree to pay all attorneys' fees, costs and expenses which we may incur in collecting any sums you owe to us for overdrafts, service charges or otherwise in enforcing any rights we may have under the terms of this Agreement or applicable law, rule, law or regulation applicable to your account(s) or the Mobile Banking Services rendered by us under this Agreement. You also agree to pay all attorneys' fees, costs and expenses that we may incur as the result of defending any claim or action made against us by you or on your behalf where we are found not to be liable for such claim. In no event shall we be liable to you for attorneys' fees incurred by you in any action brought by you against us.
Our sole responsibility for an error in a transfer will be to correct the error. Without limiting the generality of the forgoing, we will not be responsible for the following matters, or for errors or failures of our Services as result of:
(a) ACCESS. We will not be liable under this Agreement for failure to provide access or for interruptions in access to our Mobile Banking Service due to a system failure or due to other unforeseen acts or circumstances.
(b) YOUR MOBILE DEVICE & YOUR SOFTWARE. We will not be responsible for any errors or failures from any malfunction of your Mobile Device or any malicious software or other problems related to the Mobile Device used with our Mobile Banking Services. We are not responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any system you use, including your mobile browser, your mobile service provider, your personal financial management or other software or any equipment you may use to access or communicate with the Mobile Banking Service.
(c) OTHER. The Bank has reasonable cause not to honor any transaction or instruction that: (i) exceeds your collected and available funds on deposit with the Bank; (ii) is not in accordance with any condition indicated by you and agreed to by the Bank; (iii) the Bank has reason to believe may not be authorized by you; (iv) involves funds subject to hold, dispute, or legal process preventing their withdrawal; (v) would violate any provision of any present or future risk control program of the Federal Reserve or any current or future rule or regulation of any other federal or state regulatory authority; (vi) is not in accordance with any other requirement stated in this Agreement or any Bank policy, procedure or practice; or, (vii) is intended to protect you or the Bank.
4.15 Area of service. The Services described in this Agreement are solely offered to citizens and residents of the United States of America and may not be accessed while outside the United States of America.
4.16 Program revisions. We may, from time to time, revise or update, or perform maintenance upon our program, the Mobile Banking Services, and/or related material, resulting in interrupted service or errors in the Mobile Banking Services or rendering prior versions obsolete. We also may need to change the scope of our Mobile Banking Services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided. We reserve the right to terminate this Agreement as to all prior versions of our programs, the Mobile Banking Services, and/or related material and limit access to our more recent versions and updates. Use of the Mobile Banking Service after the effective date of any such revisions, updates, and/or changes will constitute your consent to the same.
Part Five: MOBILE CHECK DEPOSIT SERVICE.
5.1 General description. The Mobile Check Deposit Service enables you to deposit checks to your deposit Account(s) using your Mobile Device. An image of the front and back of the physical check, taken using your Mobile Device, is transmitted to us through the Mobile Banking Service and processed for deposit into your Account. You will receive a confirmation email from remotedeposit@northmarkbank.com confirming your deposit. The physical check cannot be deposited or processed thereafter.
5.2 Mobile Check Deposit is available only for transaction Accounts. Mobile Check Deposit is available only for deposits into your transaction or saving Account(s). Deposits to a certificate of deposit and loan payments are not permitted.

5.3 Establishing the Mobile Check Deposit Service, your activity limits. Upon our approval of your application for Mobile Check Deposit Services, we will add the Mobile Check Deposit feature to your Mobile Banking Service. At the same time we will establish and disclose to you initial daily limits for the maximum number and aggregate dollar amount of checks which you may deposit using the Service. If a deposit exceeds the current limits, at our discretion it may not be processed.
5.4 Your activity limits may change. We may change the eligibility requirements for the use of our Mobile Check Deposit Service and the daily limits for the maximum number and aggregate dollar amount of checks which you may deposit using the Service from time to time and in our sole discretion without prior notice to you. After any change in your daily limits, any deposit exceeding the changed limits may not be processed at our discretion.
5.5 Acceptable and unacceptable checks:
(a) In order for a check to be accepted and processed using the Mobile Check Deposit Service, it must:
1) Be an original paper check;
2) Be payable to you as single or joint payee and endorsed by all payees;
3) Be payable in U.S. dollars;
4) Be payable at a financial institution in the United States;
5) Be dated within 6 months prior to date of deposit;
6) Have all fields completed; and
7) Be legible and in good physical condition.
(b) We will not accept:
1) a third-party check;
2) a substitute check or copy of a check image;
3) a check payable at a financial institution outside the United States;
4) a check payable in a currency other than U.S. dollars;
5) a travelers' check;
6) a savings bond;
7) a money order;
8) a future-dated check;
9) a check dated more than 6 months prior to deposit;
10) a non-cash item; or;
11) a check containing any alterations.
At our discretion and without prior notice to you, we may further restrict the types and attributes of checks that will be accepted and processed using our Mobile Check Deposit Service.
5.6 Required endorsement and procedures. You agree that you will endorse all checks transmitted through our Mobile Check Deposit Service with the restrictive Endorsement "FOR DEPOSIT ONLY" or as the Bank may otherwise instruct you. You agree to follow any and all other procedures and instructions for your use of Mobile Check Deposit which the Bank may establish from time to time.
5.7 Disposal of your deposited checks. You agree that, once you have deposited a check using Mobile Check Deposit, you will not cash the check, will not negotiate, transfer or deliver the check to any other person or entity, nor deposit the check again through Mobile Check Deposit, at an ATM, in person at any of our banking offices or (unless we have directed you to do so), at another financial institution, or through any other means. Do not destroy the original check until the deposit appears on your periodic Account statement. Until it appears on the statement, you agree to keep the physical check securely stored to prevent theft or misuse. After the deposit has appeared on your statement, you agree to safely destroy the original check.
5.8 Funds availability. If you make a deposit to any of your deposit Accounts using our Mobile Check Deposit Service before 5:00 p.m., Eastern Time, on any Business Day we will consider that day to be the day we receive your deposit. Otherwise we will consider your deposit to be received by us on the next Business Day. A Business Day means any day other than Saturday, Sunday and holidays observed by the Federal Reserve Bank of Boston, Massachusetts. Funds will be made available to you in accordance with our Funds Availability Policy as it may change from time to time.
5.9 Our right to reject or reverse a check deposit. We reserve the right to reject a check deposit at the time the deposit is attempted using the Mobile Check Deposit Service. We further reserve the right, upon subsequent review of the deposited check, to cancel the deposit and reverse prior credit to your deposit Account for the amount of the deposited check due to non-negotiability of the check or any other reason that we may determine. We will notify you electronically through the mobile device of our immediate rejection of a deposit. If we subsequently cancel a deposit and reverse credit to your Account, we will notify you.
5.10 Our right to adjust the amount of a deposit. We may, upon subsequent review of a deposited check, adjust the amount of the deposit to conform to the legal amount of the check as determined by us. Our determination will be considered final. We will notify you of such adjustment.
5.11 Image quality. Successful completion of a mobile check deposit is dependent upon a good-quality original check and a clear photograph of the front and back of the check. The image quality of a check transmitted using our Mobile Check Deposit Service must be Check21 compliant as determined by the American National Standards Institute, and must comply with the requirements established by The Board of Governors of the Federal Reserve System, other federal and state regulatory agencies and automated clearing houses or associations, as all such standards may change from time to time. You agree that you are responsible for accurately photographing the front and back of the check according to our instructions. You acknowledge that not all checks that meet our deposit criteria can be successfully deposited through Mobile Check Deposit due to the sensitivity and complexity of image recognition technology or other reasons, such as use of unconventional check stock or failure or interruption of any data transmission channels. You acknowledge and agree that we are not responsible for any loss or liability that you may incur due to inability to deposit, or delay in depositing, a check using Mobile Check Deposit.
5.12 Your warranties and representations regarding a Mobile Check Deposit. Any check deposited through our Mobile Check Deposit Service is subject to the same warranties and representations as though the physical check was deposited to the Account and is subject to the terms and conditions of that deposit Account.

Part Six: GENERAL TERMS AND CONDITIONS
6.1 Additional services. We may introduce additional features to the Online Banking Services from time to time. We may notify you of those features as they become available. By using these new features when they become available, you agree to be bound by the terms contained in this Agreement, as it may then be amended.
6.2 Privacy and solicitation. The Bank is committed to protecting your privacy. All information gathered from you in connection with using the Services will be governed by the provisions of the Bank's Privacy Policy (the Privacy Policy), which is incorporated herein by reference. Upon enrollment, you are also providing your express prior consent permitting us to contact you for fraud prevention, servicing or other purposes as provided in the Privacy Policy.
6.3 Client service. If you need assistance with any Service, or if you need to communicate with us for any reason, you may contact one of our Bankers by calling 978-686-9100 or 781-721-9100 between 8:30 a.m. and 5:00 p.m., Eastern Time, Monday through Friday and between 8:30 a.m. and 12:00 p.m., Eastern Time, Saturdays, by emailing us anytime using the secure email feature on our website, https://www.northmarkbank.com, or by writing to us at
Northmark Bank Deposit Services
P.O. Box 825
North Andover, MA 01845.
6.4 Fees and charges. You acknowledge and agree that you are responsible for, and you authorize us to charge and automatically deduct from your Account or, in the case of fees for the Online BillPay Service, your Bill Payment Account (or any other deposit Account that you maintain with us, if necessary), any and all fees and charges incurred in connection with the use of the Services on the date such fees or charges are due and owing.
We may, in our sole discretion, cancel your access to or use of the Services if you fail to pay us any Services fees or charges that are due and owing. You thereafter may contact us to request that we reinstate your access to or use of the Services; however, we are not under any obligation to do so.
You also are responsible for all charges incurred in connecting to the Services, including any sales taxes, fees or similar charges imposed by federal, state or local governments where you reside and all charges incurred in connection with or related to the use of your Computer Equipment and/or Mobile Device, such as all telephone charges and charges by any service provider providing your Internet connection to the Services.
6.5 Documentation. Each Payment or transfer made using the Services will be documented as described more fully in the EFT Statement. Please also see the EFT Statement for additional information about use of any documentation provided to you and which indicates that an Electronic Fund Transfer was made to another person.
6.6 Errors or questions about your Payments or transfers. Please see the EFT Statement for a discussion about the process by which you can ask questions or obtain additional information about erroneous or other Payments, transfers or mobile check deposits.
6.7 If you are a Consumer and your transactions are Electronic Funds Transfers, you have additional rights and protections. Please see our EFT Statement, which is incorporated herein by reference, which describes your additional rights and protections as a Consumer making Electronic Funds Transfers to or from deposit Accounts used for personal, family or household purposes. Non-consumer Accounts do not have these additional rights and protections.
6.8 The Bank's liability to you is limited.
We agree to make reasonable efforts to ensure the reasonable performance of the Services. We will be responsible for acting only on those instructions, including any Payment instructions, which are actually received and cannot assume responsibility for malfunctions in communications facilities not under our control that may affect the accuracy or timeliness of messages you send.
Except as specifically provided in this Agreement or as expressly prohibited or otherwise restricted by applicable law, you agree that we shall have no liability to you or any third party for performing or failing to perform the Services under or in connection with this Agreement. Without limiting the generality of the foregoing, we shall not be liable for any loss, property damage or bodily injury, any damages whether caused by the Computer Equipment, Mobile Device or any third party, including without limitation, any Internet access providers or by an agent, subcontractor or other representative of any of the foregoing, or for any delays or mistakes which happen because of reasons beyond our control. If, for any reason, we are adjudged liable to you, your recovery will be limited to your actual damages, and will not in any event include any consequential, special, punitive or exemplary damages or lost profits, even if we were aware of the possibility of such damages.
YOU UNDERSTAND THAT THERE ARE RISKS ASSOCIATED WITH YOUR USE OF OUR SERVICES AND THAT IN THE EVENT OF THEFT, LOSS OR UNAUTHORIZED OR ILLEGAL VIEWING, ACCESS OR RETRIEVAL OF DATA, YOUR CONFIDENTIAL INFORMATION COULD BE COMPROMISED. IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, FILES, PROFIT, OR GOODWILL OR THE COSTS OF PROCUREMENT OF SUBSTITUTION OF GOODS OR THE SERVICES), INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES EVEN IF WE OR OUR SERVICE PROVIDERS HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY LAW, OUR AGGREGATE LIABILITY AND THE AGGREGATE LIABILITY OF OUR THIRD PARTY SERVICE PROVIDERS UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS.
6.9 No warranties; all services are provided to you "As Is" and "As Available."
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY THE BANK ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO, AND HEREBY DISCLAIM ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
WE MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY MOBILE DEVICE, HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER EQUIPMENT, YOUR MOBILE DEVICE OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR MOBILE SERVICE PROVIDER OR ITS EQUIPMENT AND SOFTWARE), AS TO THE SUITABILITY OR COMPATIBILITY OF OUR SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER OR , INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATION THAT THE SERVICES ARE COMPLETELY SECURE OR FREE FROM DEFECTS, INADEQUACIES, VULNERABILITIES, INTERRUPTIONS, ERRORS OR OTHER PROGRAM LIMITATIONS.
THE BANK DOES NOT WARRANT THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY THE BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO THE BANK OR FROM THE BANK TO YOU. YOU, AND NOT THE BANK, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. WE SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY REQUIRED OR AVAILABLE UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE HARDWARE OR SOFTWARE.
6.10 Force majeure. We shall not be responsible for any liability, loss, or damage resulting from Bank's failure to perform any Service or to perform any other obligations under this Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions or other catastrophes; war, sabotage, terrorism, riots, acts of public enemy, or acts of governmental authority; labor difficulties; equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond our control.
6.11 You agree to indemnify us. In addition to the indemnification and liability provisions contained elsewhere in this Agreement, the following provisions apply: You agree to indemnify, defend, and hold the Bank and our affiliates, officers, directors, employees, consultants, agents, Services providers, and licensors harmless from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys' fees) arising from damages that result from misuse or loss of your phone, your User ID and Password, or misuse of the Services. You will be liable for, hold harmless, and will indemnify the Bank, its third party vendors, their respective officers, directors, employees and agents from and against all claims of any sort by third parties or others arising out of this Agreement, including all losses and expenses incurred by the Bank arising out of your failure to report required changes, transmission of incorrect data to the Bank, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by the Bank's failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold harmless the Bank, its officers, directors, shareholders, agents, employees, affiliates and third party vendors, and their respective officers, directors, agents and employees, from and against any and all losses, costs, suits, damages, claims, liabilities and expenses (including reasonable attorneys' fees) arising from or related in any way to (i) any services performed for you or at your direction in connection with this Agreement, (ii) the Bank's action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by the Bank to be you or your Authorized Representative, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Agreement, and/or (iv) your breach of applicable laws, rules or regulations.
6.12 Dormant status, termination. If you do not use or access the Services and do not have any Payment or transfer scheduled during any consecutive 180-day period, we may convert the Services to dormant status. If this happens, you must contact us to reactivate the Services. We are not under any obligation to re-activate any Service. Moreover, if you do not sign onto Online Banking and do not have any transaction scheduled during any consecutive 365-day period, we may terminate this Agreement and your access to or use of the Services by providing you with notice in a manner contemplated by this Agreement. If your Services are terminated for any reason, all of your future and recurring transfer instructions and your Online BillPay data, including Payment history, Payees and Payment instructions, will be deleted.
6.13 Cancellation of Services; termination of Agreement. You have a right to terminate this Agreement and the use of your User ID and Password and any or all Services. We also have a right to terminate this Agreement, in whole or in part, or your use of any or all Services for any reason, at any time and, unless required by applicable law, without notice or refund of fees.
If this Agreement is terminated for any reason, all Payments, transfers and other Services scheduled with the Services will be automatically deleted. We are not responsible for any Payment made before we have a reasonable opportunity to act on your termination notice. You remain obligated for any Payments made by us on your behalf.
You are solely responsible for making alternate arrangements for these Payments, transfers and other Services. We may continue to make Payments and transfers and to perform other Services that were previously authorized or are subsequently authorized; however, we are not under any obligation to do so. We will not be liable if we choose to make any Payment or transfer or to perform any other Service that was previously authorized or is subsequently authorized after this Agreement terminates.
Any termination of this Agreement, whether initiated by you or us, will not affect any of your or our rights and obligations under this Agreement which have arisen before the effective date of termination of this Agreement, even if we allow any transaction to be completed with your User ID and Password after this Agreement has been terminated. In addition, the provisions of this Agreement relating to your and our liability and the disclaimer of warranties shall survive the termination of this Agreement.
6.14 Amendments. We reserve the right to change any Service, Service fees and the terms and conditions of this Agreement from time to time in our sole discretion. Any such change generally will be effective immediately without notice to you unless we are required by applicable law to provide you with advance notice of the proposed change. In such instances, the change will be effective upon the effective date stated in the notice after we have provided you with the required advance notice.
You will be deemed to accept any change to the Services and this Agreement when you access or use any of the Services after the effective date of any such change. If you do not accept any such change, you have a right to terminate this Agreement as herein provided; however, you will remain obligated under this Agreement under its terms prior to such change, including without limitation, being obligated to pay all amounts owing under this Agreement.
6.15 No waiver. No waiver of any right or obligation under this Agreement by us on any occasion will constitute a waiver of that right on any subsequent occasion. In any event, no waiver by us of any right of ours is effective against us unless it is in a writing signed by us.
6.16 Assignment. You may not assign this Agreement, including any of your rights, interests and obligations hereunder, in whole or in part, or delegate any of your responsibilities under this Agreement. We may, at any time, assign this Agreement, including our rights, interests and obligations hereunder, in whole or in part, or delegate any of our responsibilities under this Agreement to any other person or entity without notice to or consent from you.
6.17 Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court or any governmental agency having competent jurisdiction, that provision will continue to be enforceable to the extent permitted by that court or agency, and the remainder of that provision will no longer be considered part of this Agreement. All other provisions of this Agreement will remain in full force and effect.
6.18 Your license. The Services are our property. During the term of this Agreement, we grant to you a non-exclusive, non-sublicensable, non-transferable, limited, royalty-free license to access or use the Services at such time as it is generally available and to obtain and use the data contained therein solely in accordance with the terms of this Agreement. You shall not alter, reproduce, reverse engineer or remove any copyright or other proprietary notices or any disclaimers included in the Services.
6.19 Third party service providers. You acknowledge and agree that the Bank's Services may be provided by one or more independent third party service providers ("Vendors") as selected by Bank, and that both the Vendors and the Services are subject to change from time to time without notice to you. You further acknowledge, agree, and stipulate that each Vendor is independent contractor providing software and data transmission services and is not the agent of you or the Bank. Neither the Bank nor any of the Vendors is responsible for the actions or omissions of any other party.
6.20 Monitoring and recording. You acknowledge and agree that telephone calls and other notices and communications provided to us by you may be monitored and recorded for training and quality control purposes. We may, and you agree and authorize us to, monitor, record, retain and reproduce all such telephone calls and any other notices and communications provided to us, regardless of how transmitted to us, as evidence of your authorization to act in connection with any access to or use of the Services. We will not be liable to you or any third party for any losses or damages that are incurred as a result of these actions. We are not, however, under any obligation to monitor, record, retain or reproduce such items, unless required to do so by applicable law.
6.21 Governing law. This Agreement is governed by, and construed and interpreted in accordance with, the laws and regulations of the Commonwealth of Massachusetts without regard to its applicable conflict of law principles and with applicable U.S. laws and regulations. In the event of a conflict between the provisions of this Agreement and any applicable law or regulation, this Agreement will be deemed modified to the extent necessary to comply with such law or regulation.
6.22 Notices.
All notices to you required or permitted under this Agreement must be given in writing or electronically by a telecommunications device which creates a written record and shall be delivered, mailed or made available to you at the most recent address on file with the Bank . You agree to give us prompt written notice of any change in your mailing address. All notices to you shall be effective upon mailing or electronic transmission.
Any notice or communication which you are required or permitted to give us under this Agreement shall not be effective until we receive it and have a reasonable opportunity to act on it, must be in writing and sent to us at the following address or at such other address that we may designate later:
Northmark Bank Deposit Services
P.O. Box 825
North Andover, MA 01845
6.23 Section captions and headings. The section captions and headings used in this Agreement are only meant to organize this Agreement and do not in any way define, limit or otherwise amend your or our rights or obligations as set forth in its text.

Rev 07/2018 


eStatements
Enrollment Agreement

General Information: This eStatements Enrollment Agreement ("Agreement") explains how we will deliver to you electronically periodic statements, notices, bills, account disclosures and other legally required documents that would otherwise be provided to you on paper via U.S. Mail.

As used in this agreement, the words "we", "our", "us" and "Northmark" mean Northmark Bank. "You", "your" and "user" refer to the accountholder authorized by Northmark to receive electronic delivery of periodic account statements, disclosures, bills and notices (collectively "eStatements") under this Agreement. "Account" or "Accounts" mean your accounts at Northmark Bank.

IMPORTANT: BY ENROLLING, YOU AGREE TO RECEIVE YOUR SELECTED STATEMENTS, NOTICES, BILLS, ACCOUNT DISCLOSURES AND OTHER DOCUMENTS ELECTRONICALLY. UPON ENROLLING, YOU WILL NO LONGER RECEIVE THESE DOCUMENTS IN THE MAIL FOR THE ACCOUNT(S) WHICH YOU HAVE SELECTED. YOU WILL ONLY HAVE A LIMITED AMOUNT OF TIME FROM THE DATE OF THE E-MAIL WITHIN WHICH TO VIEW, PRINT OR ARCHIVE YOUR DOCUMENTS.

Enrolling in eStatements delivery does not change any of the terms and conditions of your accounts. All terms and conditions of your accounts as specified in the signature card, account agreement, promissory note or loan agreement and other disclosures for each of your accounts are unchanged and continue to apply.

How to Enroll in eStatements: By selecting "I agree to the listed terms" and clicking on "Enroll Now" (which appear below if you are enrolling at this time) you agree to all the terms and conditions contained herein. Please read this Agreement carefully and retain a copy for your records.

How eStatements works: You agree to receive statements, notices, bills, account disclosures, and other documents related to each selected account electronically, whether sent by e-mail or other electronic means or as made available via our Online Banking system. If a selected deposit account has an associated Credit Reserve account, you agree to receive all periodic billing statements, disclosures and notices related to that Credit Reserve account electronically, whether sent by e-mail or other electronic means or as made available via our Online Banking system. You may view deposit account information and other documents by clicking on the eStatements tab within Online Banking.

Your Statements and Information are available for a limited time:
You may view deposit account statements for a limited amount of time (presently 18 months) and other documents provided by eStatements for thirty (30) days. When you review your eStatements online, you should ensure that you retain a copy for your records. You may retain a copy by (a) using the Save command in Adobe Reader tm to save the document to your computer and/or (b) using the Print command in Adobe Reader tm to print the document to your printer.
After the above periods of time, the information may be available upon request using the contact information in the last section of this Agreement. Charges may apply for research and reproduction of account records after the above periods of time as provided in your relevant account disclosure. Requesting paper copies of any document does not withdraw your consent to receiving future documents via eStatements.

Required Hardware and Software: You will need to satisfy certain hardware and software requirements at your own expense. Specifically, you will need:
An active e-mail account to which we may send notices that your statements are available.
A personal computer or other device that is capable of accessing the e-mail account and accessing the Internet via a supported web browser. A supported version of Adobe Reader tm must be installed on the device in order to view your electronic statements.
A printer capable of printing from your web browser or the ability and storage capacity to download and archive the documents to your computer in order to keep copies for your records.

Protecting Your Information

You are responsible to ensure that we have your current and valid e-mail address on file. You may update your e-mail address by selecting "Options" tab on our Online Banking system or by notifying us using the contact information in the last section of this Agreement.
When your eStatements are available, we will send a notification e-mail to the e-mail address we have on file.
The first line of the e-mail text will include the Security Phrase which you selected when you enrolled in this service. This security phrase ensures that the e-mail you receive comes from our eStatements system.
If the e-mail does not include the correct security phrase, do NOT click on any links or attachments contained in the e-mail and immediately contact us by phone or by e-mail using the contact information in the last section of this Agreement.
The notification e-mail will include an attached Adobe PDF file containing a link allowing you to authenticate your identity with us using your User Name and Password. The e-mail will include instructions regarding the authentication process. Once you have authenticated your identity, your statement will be displayed in an Adobe PDF format. You will be able to print and/or download your statement from the PDF file.

You understand and acknowledge the importance of your role in preventing misuse of your accounts:
You agree to promptly examine each electronically provided document for each of your accounts as soon as you receive it.
You agree to protect the confidentiality of your account, your account number, and your User Name and/or password.
You understand that personal identification by itself or together with information related to your account, could allow unauthorized access to your account. Any misuse or loss resulting from the misuse of this information is your responsibility.
You acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing eStatements, or e-mail transmitted to and from us, will not be monitored or read by others.

To Cancel eStatements: If you enroll in eStatements, you may cancel at any time (a) by calling us at a telephone number listed below, (b) by writing to us at the address listed below, or (c) by sending a secure email to us as described below [Please see "Contact Information" below.]. Before you cancel your eStatement service, you should print or save copies of your electronic statements, which will no longer be available online after you submit your request to change the delivery option to paper. After we receive and process your request, it may take up to thirty (30) days for you to receive your next printed mailed statement, with all subsequent printed and mailed statements arriving periodically thereafter.

No Warranties: We provide this service and all related documentation "as is" and without any warranties of any kind, expressed or implied, including but not limited to all implied warranties of merchantability or fitness for any particular purpose. You agree that no oral or written advice or representation obtained from any bank employee or representative shall create a warranty or representation for purposes of this agreement or any services to be performed or provided hereunder

Contact Information: If you have questions, wish to cancel your eStatement service, change your options, or require assistance concerning the service, please contact us:
By telephone at (978) 686-9100 or (781) 721-9100
By writing to us at:
Northmark Bank
Attn: Deposit Services
P.O. Box 825
North Andover, MA 01845-0825

Or by sending a secure e-mail to our Operations Department. To send a secure e-mail, please visit our website at www.northmarkbank.com, click on the "Send Secure Email" link in the upper right section of the page. Sign into our secure e-mail server following the instructions on that page and compose a message, selecting "Operations" as the recipient from the drop-down box.



Rev 01/2016




07/2018 Update