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Internet Banking Agreement

Bremer Online Banking for Business Services

21 March 2011

Please read carefully the INTERNET BANKING ACCESS USER AGREEMENT FOR BREMER ONLINE BANKING FOR BUSINESS below, which was revised March 21, 2011. The agreement includes disclaimers of liability and other matters of interest to users. By pressing the “Accept” button, you agree to the terms and conditions of the User Agreement which includes a consent to future amendments of the Agreement. By pressing “Do Not Accept”, you will be returned to the initial log on screen.

If you wish to have a hardcopy of this agreement, either print a copy now, click here to download an Adobe Acrobat version of the file, or call a Bremer Phone Banker at 1-800-908-BANK (2265) or your local Bank. 

TABLE OF CONTENTS

WHAT THIS AGREEMENT COVERS

BREMER ONLINE BANKING FOR BUSINESS

LIABILITY

GENERAL PROVISIONS


WHAT THIS AGREEMENT COVERS

Bremer Financial Corporation is a privately held, regional financial services company owned by the Otto Bremer Foundation and the employees and directors of Bremer Financial Corporation and its affiliates. The company, founded in 1943 by Otto Bremer, is headquartered in St. Paul and provides banking services through 10 banks with over 100 locations throughout Minnesota, North Dakota, and Wisconsin.

This Internet Banking Agreement between you and the Bremer Bank, National Association where your Account is located governs your use of Bremer Online Banking for Business, an electronic service that permits Bremer clients to access financial services through the use of the World Wide Web. Accounts and services provided by Bremer that you access through Bremer Online Banking for Business are also governed by other agreements between Bremer and you.

This Agreement (this “Agreement”) governs your use of Bremer Online Banking for Business. In this Agreement we will use the term “Bremer Online Banking for Business” to refer to all services currently accessible by you through Bremer Online Banking for Business. You may access your Accounts through the internet.  Currently, you can access your savings, checking and loan accounts.  Additional services may be available in the future.

In addition to this Agreement and other Account agreements that have been separately provided to you, our Privacy Policy also applies to your Accounts. You must review each of these items in order to understand all of your  rights and responsibilities in connection with your use of Bremer Online Banking for Business.

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Terms Used in this Agreement

  • “We,” “us,” “our” and “Bremer” refer to the Bremer Bank, National Association, located in Minnesota, North Dakota or Wisconsin and any other affiliate that maintains your Account(s) and provides you online banking services pursuant to this Agreement;
  • “You” or “your” refers to the owner of a Bremer Bank, N.A. account.
  • “Authorized representative(s)” refers to a person whom you authorize to review or transact business on your account using Online Banking for Business. We may continue to recognize the authority of an authorized representative until we have received and had a reasonable time to act upon written notice from you that a person previously designated by you as an Authorized Representative is no longer authorized to view or transact business on your account using Online Banking for Business.
  • “Account” refers to any deposit or loan account maintained at an FDIC insured Bremer Bank.
  • “ACH Agreement” refers to the separate ACH Agreement that is required to activate the Bremer Simple ACH module.
  • “Bremer Secure Access” refers to the extra layer of security designed to help strengthen the safeguards in place at login by adding steps to verify your identity. This level of security complies with the current FFIEC guidelines.
  • “Bill Pay” refers to the Bremer Bill Pay for Business services.
  • “Biller” refers to a third party to whom bill payments are to be made by you using Bill Pay.
  • “Business Day” means Monday through Friday, excluding Saturday, Sunday and federal banking holidays for bank accounts and products and U.S. stock exchange holidays for brokerage accounts.
  • “Fraud Management Agreement” refers to the separate Fraud Management Agreement that is required to activate the Positive Pay and/or ACH Fraud Filter modules.
  • “Funds (Wire) Transfer Agreement” refers to the separate Wire Agreement that is required to activate the funds (wire) transfer module.
  • “Laser Draft” refers to a check payable to your Biller that is drawn on your checking account.
  • “Payment Due Date” refers to the date that your payment is anticipated to be paid to your Biller.

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Accepting the Agreement
You understand that by using Bremer Online Banking for Business or by authorizing others to use it, you have agreed to the terms and conditions of this Agreement and that no signature by you is required on this Agreement. You agree to use Bremer Online Banking for Business solely as provided in this Agreement. When any transfer, payment or online service generates items to be charged to your Account, you agree that we may debit your Account without requiring a signature by an Authorized Representative on the item and without prior notice to you.

We may, from time to time, introduce new Bremer Online Banking for Business services and capabilities. When this happens, we will update the Website to include them. By using any Bremer Online Banking for Business service, you agree to be bound by the most current terms contained in this Agreement.

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Changes in Terms/Fees
We may change the terms, including fees, set forth in this Agreement or in the Fee Schedule at any time. You will be notified of any such change as required by applicable law, either by mail or by an electronic message. You understand that by using Bremer Online Banking for Business after a change becomes effective, you have agreed to that change.

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Maintaining Your Accounts
You agree to properly maintain your Accounts, to comply with the rules governing your Accounts, and to pay any fees associated with the use or maintenance of your Accounts. Any issue relating to an Account or service with Bremer or any Bremer affiliate that you access through Bremer Online Banking for Business shall be governed by the law(s) specified in the agreement for that Account or service.

Your Bremer deposit and loan accounts that you link can be viewed and accessed in Bremer Online Banking for Business. Your Accounts will continue to be governed by the Terms and Conditions of your Account Agreements and your loan agreements, except where it is noted in this Agreement. This Agreement will control if there is a conflict with your other agreements. In addition, each Account and Bremer Online Banking for Business service is subject to

  • Terms or instructions appearing on a screen when using Bremer Online Banking for Business service.
  • Bremer’s rules, procedures and policies applicable to your Accounts;
  • Rules and regulations of any funds transfer system used in connection with Bremer Online Banking for Business; and
  • Applicable state and federal laws and regulations.

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Access to Bremer Online Banking for Business
You may access Bremer Online Banking for Business and your Accounts to check balances, transfer funds, review online statements, view transaction history, and various other activities as stated later in this Agreement. To access Bremer Online Banking for Business services you must have an ACCESS I.D. and a PASSWORD as described below and the required hardware and software. You are solely responsible for having the required hardware and software and for securing an Internet service provider.

Subject to the terms of this Agreement, Bremer Online Banking for Business will generally be able to access your Accounts seven days a week, 24 hours a day.

At certain times, Bremer Online Banking for Business may not be available due to system maintenance or circumstances beyond our control. During these times, you are responsible for carrying out your banking business through any alternative delivery channel available to you as a Bremer client.

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Online Security
The Online Banking for Business service utilizes a comprehensive security strategy to protect your accounts and transactions conducted over the internet. You and each of your Authorized Representatives will be given a ACCESS I.D. and PASSWORDS and ACCESS I.D.s along with instructions for establishing an extra layer of security called Bremer Secure Access to access Bremer Online Banking for Business. During the first logon session, you and each of your Authorized Representatives are required to change the Password sent to you in your Getting Started Letter and establish a group of security questions and answers that you will be presented from time to time as an extra level of validation. Going forward, passwords for Bremer Online Banking for Business can be changed online at any time. Online passwords are case sensitive and must be at least 8 to 17 characters, including at least one capital letter and one number. We recommend that passwords be changed regularly. All PASSWORDS are prompted to be changed every 90 days.


You agree to comply with the following security procedures. You acknowledge that the security procedures are for verification of authenticity and not to detect errors in transactions. You warrant that no Authorized Representative will be allowed to initiate transfers without proper supervision and safeguards and agree to take all reasonable steps to maintain confidentiality of the security procedures and any related security features. If you know, become aware, or believe that an unauthorized individual has transacted or attempted to transact on your behalf or that the security procedures have otherwise been compromised, you agree to immediately notify Bremer and agree that any transaction made before or within a reasonable time after such notice to Bremer shall be treated as authorized by you.

You agree to designate Authorized Representatives to act on your behalf, who shall have the authority to authorize all actions necessary in the use of Bremer Online Banking for Business. You agree that Bremer shall not be under a duty to inquire as to the authority or propriety of any transaction made by your Authorized Representative.

Bremer shall be entitled to act upon the instructions of any person whom the Bank reasonably believes to be your Authorized Representative, whether or not you have authorized such instructions. The Bank shall not be liable for any loss, cost, expense or other liability arising out of any such instructions.

You agree that the Bank may send notices and other communications, including ACCESS I.D. AND PASSWORD(S) to the current address shown in the Bank’s records, whether or not that address includes a designation for delivery to the attention of any particular individual. You agree to implement and comply with Bremer’s password and Bremer Secure Access requirements. You further agree that the Bank will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at the your place of business. You agree to: (1) keep your password(s) secure and strictly confidential, providing password(s) only to Authorized Representatives on the your account(s); (2) instruct each person to whom you give a password(s) that he or she is not to disclose it to any unauthorized person; and (3) immediately notify the Bank and select a new password if you believe a password may have become known to an unauthorized person.

BREMER WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED PAYMENT OR TRANSFER MADE USING YOUR PASSWORD(S) THAT OCCUR BEFORE YOU HAVE NOTIFIED BREMER OF POSSIBLE UNAUTHORIZED USE AND BREMER HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE. Bremer may suspend or cancel your password(s) even without receiving such notice from you, if Bremer suspects a password is being used in an unauthorized or fraudulent manner.

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Contact by Bremer or Affiliated Parties
No Bremer employee will contact you via email or phone requesting your Online ACCESS I.D., PASSWORD or Bremer Secure Access information. If you are contacted by anyone requesting this information please call 1-800-908-BANK (2265) immediately.

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Electronic Mail (E-mail)
You can communicate with us via e-mail. Please remember that we will not immediately receive an electronic message sent by you. If you need to contact us immediately, please call 1-800-908-BANK (2265) or call your local Bremer Bank. No action will be taken on any electronic message you send to us until we actually receive your message and have a reasonable opportunity to act on it. You cannot use e-mail to make an account balance inquiry, a stop payment or a funds transfer. You cannot use e-mail to cancel a transfer or a loan payment. Never send us your Bremer Online Banking for Business ACCESS I.D., PASSWORD, Secure Access information or other sensitive Account information via e-mail.

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Account Statements

All of your daily transactions, payments, and funds transfers will appear on Bremer Online Banking for Business and on your Account statement(s). You can access transactional information for your current statement. Your previous bank statement may be available for a minimum of 15 days after your statement end date.

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BREMER ONLINE BANKING FOR BUSINESS SERVICES

To use Bremer Online Banking for Business you need:

  • At least one of the following: a Bremer business checking account or business money market deposit account or a business loan account located at any Bremer Bank;
  • A computer, internet access and Internet Explorer version 5.5 or above and 128 bit SSL (Secured Sockets Layer) encryption; and
  • Service through an Internet service provider;
  • An Online ACCESS I. D., PASSWORD and Bremer Secure Access for each authorized representative;

You may use online Business Banking to:

  • Transfer funds between your linked Bremer business accounts either on a one-time or recurring basis.
  • View previous day balance information for your linked Bremer checking, money market deposit, loan and savings accounts.
  • Review transaction history for an 18 month period.
  • Send us email messages and questions regarding your online banking.
  • All authorized signers can access their Bremer-owned personal accounts.

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List of Features:
Dependent on the Bremer Online Banking for Business plan selected, some or all of these options may be available:

  • Multiple user access with unique passwords and Bremer Secure Access
  • Balance Reporting
  • Current and Previous Account Statements
  • Transaction Detail and History
  • Linked Accounts
  • Bill Pay for Business
  • Stop Payments
  • Wire Transfers
  • ACH
  • Fraud Management Services
  • USD Foreign Wires
  • Check Image
  • Customized account names
  • Export transactions
  • Control features or functionality by user, including access to funds
  • Dual authorization requirement for funds transfers and bill pay

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Account Access
You choose the Bremer accounts that you want to access through Bremer Online Banking for Business. Authorized signers may also access individual Bremer accounts.  All such activity related to individually owned accounts is subject to the terms of the Bremer Personal Account Agreement.  Although transfers are processed by Bremer on Business Days only, provided the request is received by us prior to the posted online cut off  time, you can initiate a transaction through Online Banking for Business 24 hours a day, seven days a week, except during maintenance periods; however, the transfer will be completed on the next Business Day.

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Bremer Bill Pay for Business

A. Description of Bill Pay for Business

Bremer Bill Pay for Business (“Bill Pay”) allows you to schedule bill payments. You can arrange, at your option, for the payment of your current, future and automatic (recurring) bills from a Bremer checking account. A “Bill Pay” Account may not be used to pay any part of the balance you owe on that “Bill Pay” Account.

Other than as stated above, there is no limit to the number of payments that may be authorized. You may pay anyone in the U.S. approved by us for payment through “Bill Pay”. Tax payments and court ordered payments may be scheduled through “Bill Pay”; however such payments are discouraged and must be scheduled at your own risk. In no event shall Bremer be liable for any claims or damages resulting from scheduling such types of payments. By furnishing us with the name and address of a Biller, you authorize us to follow your payment instructions regarding that Biller. In some instances, “Bill Pay” may submit payments to the best known Biller address. When necessary, we will reformat your payment to match the format required by your Biller for electronic payment processing. “Bill Pay” is intended only for you as the subscriber of “Bill Pay”. Any attempt to use “Bill Pay” to process payments for third parties is prohibited and will be grounds for termination of “Bill Pay” and your access to Bremer Online Banking for Business.

We may use nonaffiliated third parties acting on our behalf to process “Bill Pay” payments. “Bill Pay” third-party processors are required to adhere to Bremer’s strict standards of security and privacy protection. Paper checks processed by nonaffiliated third parties may show that they were drawn on the third-party processor rather than Bremer.

The date the “Bill Pay” payment begins processing is based on the “Payment Due Date” and the payment method used to pay the Biller. When we receive a payment instruction (for the current or future date), we will begin processing your payment using the appropriate payment method to deliver the payment to the Biller by the Payment Due Date. The funds will be removed from your account on the Payment Due Date for most payments. For payments sent as a Laser Draft drawn on your Account, funds will be removed from your Account when the check is presented to Bremer for payment. For bill payments funded by checking accounts, we may, at our option, pay or refuse to pay the bill payment if it would create an overdraft on your “Bill Pay” Account, without regard to whether we may have previously established a pattern of honoring or dishonoring overdrafts. We may, without prior notice to you, take any of the following actions, at our sole discretion, if we receive a bill payment drawn against your checking Account and there are insufficient available funds in your “Bill Pay” Account to cover the item:

  • Cover the bill payment in accordance with the terms of any written overdraft protection plan that you and we have established;
  • Pay the bill payment and create an overdraft on your Checking Account; or
  • Return the bill payment as non-sufficient funds.

You agree to pay our fee(s) which may vary depending on the action we take. Any negative balance on your “Bill Pay” Account is immediately due and payable in full, unless we agree otherwise in writing, and you agree to reimburse us for the costs and expenses (including attorney fees and expenses) we incur in recovering the negative balance (including overdraft and associated fees).

If your “Bill Pay” Account closes for any reason, all pending payments associated with the account will be canceled and it is your sole responsibility to make all pending and future payments.

B. Scheduling "Bill Pay" Payments

Payments made through “Bill Pay” require sufficient time for your Biller to receive your payment and credit your account properly. To avoid incurring finance or other charges imposed by your Biller, you must schedule a payment sufficiently in advance of the Payment Due Date. The Bill Pay system will only allow you to schedule payments that allow enough time for processing to meet the Payment Due Date. You must schedule your payment using the Payment Due Date and not the last day of any grace period established by the Biller. Payments must be scheduled prior to the posted cutoff time to be processed on that Business Day. The funds will be removed from your account on the Payment Due Date for most payments. For payments sent as a Laser Draft drawn on your account, funds will be removed from your Account when the check is presented to Bremer for payment.

Payments made to the same Biller, for the same amount, on the same day cannot be scheduled within the “Bill Pay” system.

Automatic recurring periodic payments must be for the same amount. If the recurring payment date falls on a weekend or holiday, it will be paid on the preceding Business Day.

Bremer reserves the right to limit the frequency and dollar amount of transactions from your account for security reasons.

C. Errors

Bremer reserves the right to limit the frequency and dollar amount of transactions from your account for security reasons.
If we do not properly complete a bill payment on time or in the correct amount, we will pay any related late fees and finance charges that you reasonably incur as a direct result. We will not be responsible for any charges or fees imposed or any other action taken by a Biller resulting from a payment that you have not scheduled properly, including without limitation, any applicable finance charges and late fees. In addition, we will not be liable if any third party, through whom any bill payment is to be made, fails to properly transmit the payment to the intended Biller. We will also not be liable if (a) there are insufficient available funds in your “Bill Pay” Account and/or overdraft protection plan; (b) if a legal order directs us to prohibit withdrawals from the “Bill Pay” Account; (c) if the “Bill Pay” Account is closed or frozen; or (d) if any part of the electronic funds transfer system network is not working properly. EXCEPT AS STATED ABOVE, WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF “BILL PAY”. Reimbursement of late fees or finance charges will be based solely on the validation of the Payment Due Date.

D. Disclosures of Account Information

Bremer will disclose information to third parties about you and your accounts and transactions as described below:

  • Bremer currently has an agreement with outside vendors under which the vendors assist Bremer in providing “Bill Pay”. Bremer will provide the vendors with information about your accounts, your transactions, and your electronic messages in order to carry out your instructions. Vendors will maintain the confidentiality of your information and will use it only as necessary to process your transactions.
  • Where it is necessary for completing "Bill Pay" payments.
  • In order to verify the existence and condition of "Bill Pay" Account for a Biller or holder of a check issued by "Bill Pay".
  • Under other circumstances as specified in the Business Account Agreement (or Personal Account Agreement, if applicable.)

E. Termination of Bill Pay

If you have “Bill Pay” and do not schedule or process a payment through “Bill Pay” for any 3-month period, we may at our sole discretion, terminate your use of “Bill Pay”, without prior notice. You agree that you will only use Bill Pay to pay bills and invoices, and not for any other purposes. Using “Bill Pay” for other, unauthorized purposes may result in termination of your access to the “Bill Pay” Service at our sole discretion. You must have at least one “Bill Pay” Account at Bremer to use “Bill Pay”. If you close your “Bill Pay” Account, you must designate a new “Bill Pay” Account within 30 days or we may terminate “Bill Pay” without prior notice. If we terminate your use of “Bill Pay”, your online bill payment information will be removed and all pending payments will be canceled and are your sole responsibility. If you decide to terminate “Bill Pay”, we strongly suggest that you cancel all future bill payments at the same time that you cancel “Bill Pay”, either by deletion of those payments yourself using “Bill Pay” or by calling Bremer Bank, NA at 1-800-908-BANK (2265). This will ensure that future payments made by you will not be duplicated. We will automatically delete all outstanding payment orders (all individual payments and all recurring payments) once we have been notified that you have terminated “Bill Pay”. Termination of “Bill Pay” will not automatically close your “Bill Pay” accounts. Termination of “Bill Pay” will not terminate other services you have under this Agreement.

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ACH Credit and Debit Entries
We will initiate properly authorized and submitted ACH Credit and Debit Entries (subject to funds availability) on the Business Day received, prior to the posted online Cutoff Time and in compliance with the ACH Agreement. ACH entries will settle to your account on the effective entry date of the transaction.

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Fraud Management Services
Bremer Fraud Management Services is a payment application designed to assist with managing the risk of unauthorized payments, checks or debits presented to the Client’s designated deposit account(s) maintained with Bremer. We will process requests for pay, no pay decisions submitted by the Client through the Fraud Management Services in compliance with the Bremer Fraud Management Agreement, Bank’s Business Account Agreement and all state and federal laws on any Business Day, subject to the agreed upon Cutoff Time.

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Funds (Wire) Transfer
We will initiate properly authorized and completed Funds (Wire) Transfer Requests (subject to funds availability), communicated to us online on the date requested provided the request is received by us prior to the posted online cut off time; the request includes all required information; and is in compliance with the Funds (Wire) Transfer Agreement.

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Stop Payment Request
We will accept online requests from an Authorized Representative to stop payment on any check, except for cashier’s checks, official checks or other cash equivalent items. We will process requests received prior to the posted cutoff time on the same Business Day received. Requests received after the posted cutoff time will be processed on the next Business Day. We must receive a stop payment request at a time that will give us a reasonable opportunity to act on it prior to payment of the item. Generally stop payments are not processed until the cutoff time or later on that Business Day.


STOP PAYMENT REQUESTS ARE NOT EFFECTIVE IF, EITHER BEFORE OR WITHIN 24 HOURS OF WHEN THE STOP PAYMENT ORDER WAS PLACED, WE HAVE ALREADY CASHED THE ITEM OR BECOME OTHERWISE LEGALLY OBLIGATED FOR ITS PAYMENT. STOP PAYMENT REQUESTS ARE PROCESSED BY COMPUTER. WE WILL ASSUME NO RESPONSIBILITY IF ANY INFORMATION PROVIDED IS INCORRECT OR INCOMPLETE THAT WOULD CAUSE THE CHECK TO BE PAID (i.e., incorrect check number, amount, account number or date). ONCE PLACED, THE STOP PAYMENT ORDER WILL REMAIN IN EFFECT FOR SIX MONTHS FROM THE DATE WHEN IT WAS AUTHORIZED. AN AUTHORIZED BUSINESS REPRESENTATIVE MAY RENEW THE STOP PAYMENT ORDER FOR AN ADDITIONAL SIX-MONTH PERIOD WHEN THE EXPIRATION DATE ARRIVES. YOU ARE RESPONSIBLE FOR MONITORING THE EXPIRATION OF STOP PAYMENTS. NO NOTICE WILL BE PROVIDED TO YOU THAT A STOP PAYMENT IS EXPIRING. A fee will be charged for each stop payment and extension of a stop payment.

In order to release a stop payment, an Authorized Representative is required to fax or deliver a written request to a Bremer location. Stop payments cannot be canceled via e-mail or Online Banking for Business.

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LIABILITY

Our Liability
Our liability to you is limited to the extent stated in any other Account and/or loan agreements, notices, and disclosures that are separately provided to you from time to time regarding your Accounts and/or this Agreement. This section explains the complete extent of our liability to you only to the extent that it has not been separately disclosed to you by any of these agreements, notices, or disclosures.

If we fail or delay in making payment or transfer pursuant to your instructions, or if we make a payment or transfer in an erroneous amount which is less than the amount per your instructions, unless otherwise required by law our liability shall be limited to interest on the amount which we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the payment or transfer, but in no event will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount which exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use as described above, unless otherwise required by law our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the payment or transfer to the date of the refund, but in no event to exceed 60 days´ interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year.

NEITHER BREMER, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OR QUALITY OF THE BREMER ONLINE BANKING FOR BUSINESS SERVICES OR THE RESULTS THAT MAY BE OBTAINED FROM USING THE BREMER ONLINE BANKING FOR BUSINESS SERVICES. BREMER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES AGAINST INFRINGEMENT.
NEITHER BREMER, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE USE, OR ATTEMPTED USE, OF THE BREMER ONLINE BANKING FOR BUSINESS SERVICE, OR ITS CONTENT, INCLUDING, WITHOUT LIMITATION, LOSSES RELATED TO: YOUR USE, OR INABILITY TO USE, THE BREMER ONLINE BANKING FOR BUSINESS SERVICE; ANY ERRORS, OMISSIONS OR DEFECTS IN ANY CONTENT; ANY INTERRUPTIONS OR DELAYS IN TRANSMISSION TO THE BREMER ONLINE BANKING FOR BUSINESS SERVICE; OR COMPUTER VIRUSES RECEIVED BY YOU AS A RESULT OF YOUR USE OF THE BREMER ONLINE BANKING FOR BUSINESS SERVICE. IN ANY EVENT, ANY LIABILITY OF BREMER, ITS EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL NOT EXCEED THOSE AMOUNTS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT.

Further, we will not be obligated to honor, in whole or in part, any transaction or instruction which:

  • is not in accordance with any term or condition applicable to the relevant service in this Internet Banking Agreement or your Account Agreement;
  • we have reason to believe may not have been authorized by you or any third person whose authorization we believe is necessary, or which involves funds subject to a hold, dispute, restriction or legal process we believe prevents their withdrawal;
  • would violate any applicable provision of any risk control program of the Federal Reserve or any applicable rule or regulation of any other federal or state regulatory authority;
  • is not in accordance with any other requirement of our applicable policies, procedures or practices; or
  • we have reasonable cause not to honor for your protection, or ours.

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Indemnification
Except to the extent of Bremer’s liability pursuant to the terms of this Agreement or any other agreement or notice that otherwise governs your Account, you agree to indemnify and hold us, our directors, officers, employees and agents harmless from any and all loss, liability, claims, demands, judgments and expenses (including attorney’s fees) arising out of, or in any way connected with, your use or misuse of Bremer Online Banking for Business. This indemnification is provided by you without regard to whether our claim for indemnification is due to the use of Bremer Online Banking for Business by you, or your Authorized Representative.

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Corporate and Partnership Authorizations
You represent that each Authorized Representative who has been issued an ACCESS I.D. AND PASSWORD has general authority from your organization to give instructions within the access capability associated with such ACCESS I.D. AND PASSWORD (including general authority over the movement of your organization’s funds and over accounts with Bremer), all as evidenced by any resolution, partnership declaration or other agreements you have provided to Bremer, and that Bremer has full authorization from your organization to rely and act upon instructions identified by such ACCESS I.D. AND PASSWORD.

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Acknowledgement of Commercially Reasonable Security Procedures
By using Online Banking for Business, you acknowledge and agree that this Agreement sets forth security procedures for electronic banking transactions that are commercially reasonable. You agree to be bound by instructions which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described above (and we have had a reasonable opportunity to act on such notice).

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GENERAL PROVISIONS

Termination
Subject to the Termination of Bill Pay provisions as stated earlier in this Agreement, the following termination procedures apply. Unless otherwise required by applicable law, Bremer may terminate this Agreement and/or your access to Bremer Online Banking for Business, in whole or in part, at our discretion at any time. If reinstated, the current terms of this Agreement will control. You may request reinstatement of Bremer Online Banking for Business by calling Bremer at 1-800-908-BANK (2265) or your local Treasury Management Representative.

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Assignment
We may assign our rights and delegate our duties under this Agreement to a company affiliated with us or to any other party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

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NOTICES
UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, IN THE EVENT THAT WE ARE REQUIRED TO PROVIDE A NOTICE OR OTHER COMMUNICATION TO YOU IN WRITING, THAT NOTICE OR OTHER COMMUNICATION MAY BE SENT TO YOU ELECTRONICALLY TO YOUR INTERNET ADDRESS AS REFLECTED IN OUR THEN CURRENT RECORDS.

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Disclosure Of Information
Subject to the disclosure requirements delineated in paragraph D of the Bill Pay for Business section of this Agreement, the circumstances under which we will disclose information about you or your Accounts, has been separately disclosed to you in our Privacy Policy and in other disclosures that have been provided directly to you. Our Privacy Policy may change from time to time and is always available on-line and at our banking locations.

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Authorization to Obtain Information
You agree that we may obtain and review your credit report from a credit bureau at any time during the life of this Agreement.

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Area of Service
Online Banking for Business services are available through Bremer. Banking services are generally available only to businesses located in Minnesota, North Dakota and Wisconsin and are solely offered to businesses registered to do business in the United States of America.

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Venue
Any action at law, suit in equity or other judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts of the city of St. Paul and the State of Minnesota.

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Legal Process
If we are served with any notice of lien, attachment, levy, garnishment or other legal process relating to you or your Account, we are authorized without notice to you except where required by law, to withhold the withdrawal or payment of so much of the funds in your Account that may be the subject of such notice or legal process. We may disburse such amount out of your Account to a court or to such persons as applicable state or federal law either requires or permits because of such powers. We have no liability to you for such withholding or disbursements or for refusal by us to permit withdrawals or payment against your Account because of a court order or other legal process including the return by us of items presented against your Account as unpaid that otherwise would be paid. Any lien, attachment, levy, or garnishment against your Account is subject to our right of set-off as provided in the Business Account Agreement unless prohibited by law. You agree to pay our costs and expenses for complying with such legal process, including legal costs and attorneys fees, costs of research and copying and administrative fees.

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Arbitration
You and we agree that all disputes, claims and controversies between us, whether individual or joint in nature, arising from this Agreement shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed. No act to take or dispose of any property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes without limitation, obtaining injunctive relief or a temporary restraining orders. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction located in the State in which the Accounts are held. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, which would otherwise be applicable in an action brought by a party, shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision.

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Governing Law
This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State, which govern and are applicable to your Bremer Account.

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