Please read and print the following agreement. To continue click on the "I Agree" access button at the end of this agreement.
 

Online Banking Disclosure & Agreement

• "Account" or "accounts" means your deposit accounts at the Bank.
• "Business days" means Monday through Friday. Holidays are not included.
• "System" means the Internet banking equipment, software applications and processes maintained by the Bank in order to provide the services contemplated by this Agreement. "System Services" means those services.
• "We," "our," "us" and "Bank" mean Valley Bank.
• "You" and "your" refer to the accountholder authorized by the Bank to use System Services and anyone else authorized by that accountholder to exercise control over the accountholder's funds through those services.
• "Cash Manager" can mean both Cash Manager and Cash Manager Plus.

ACCESS
To use the System you must have at least one account at the Bank, a computer and a communications link or other equipment necessary to access the Internet, a browser that supports 128-bit encryption, and an e-mail address. System Services are best accessed using Internet Explorer 6.0 or above, or Netscape Navigator 6.2 or above.
For the consumer product, "Online Banking", first-time users will select the First Time User button located in the upper left corner of the Web site, accept the disclosure and agreement, then at the log in screen use one of your account numbers (checking, savings, loan or CD) as your access ID, and your TeleBanc Banking Code as your password. (If you do not know your Telebanc Banking Code, contact the Bank for assistance.) You will then be asked to select a new access ID and password. If you want to use your account number for Access ID, re-enter the number. If you want to change your Access ID, you may select letters or numbers or a combination of both, but it must contain at least 6 characters. Your Password must be changed. The new Password must contain at least 1 (one) alpha and 1 (one) numeric character and have a minimum of 6 characters. The access ID and password you enter and use are "case sensitive"; therefore it is necessary to use "UPPER" and "lower" case letters the same each time you enter them.

For the business product, "Cash Manager" or "Cash Manager Plus", you must complete a Valley Bank Cash Manager Application. Once your application is processed you will receive by phone, postal mail, or in person your assigned access ID and temporary password. You must access Cash Manager within seven calendar days after receipt of this notification or your temporary password will be disabled.

System Services can be used to access only the Bank accounts that are in your portfolio (multiple portfolios for Cash Manager) and on which you sign. If your account requires two or more signatures you should apply for access through Cash Manager. We undertake no obligation to monitor transactions through the System to determine that they are made on behalf of the accountholder. You can add or delete any accounts by contacting the Bank. For Cash Manager, access to your accounts through the System will be based upon the identification of users and authority levels specified by you during the application process.

SYSTEM SERVICES
You can use System Services to check the balance of your Bank accounts, view Bank account histories, transfer funds between your Bank accounts, direct us to stop payment on a check, (Cash Manager only) and, if you have enrolled in the Bill Payment Service, pay bills from your Bank Accounts in the amounts and on the dates you direct through the Bill Payment System. Balance and activity information are real time, and may include recent deposits that have not finally cleared the banking system and, therefore, may still be subject to reversal in the event of their dishonor.

HOURS OF ACCESS
You can use the System seven days a week, twenty-four hours a day, unless your access is limited through Cash Manager. Some or all the System Services may not be available occasionally due to emergency or scheduled System maintenance. We agree to post notice of any extended periods of scheduled non-availability on the Bank’s website.

YOUR PASSWORD
For security purposes, you are required to change your password upon your initial login to the System. You determine what password you will use and the identity of your password is not communicated to us. Your password should not be associated with any commonly known personal identification such as your social security number, address, birth date, child's name, etc. On the other hand, it should be something that you can memorize, because your access to System Services will be revoked upon three unsuccessful attempts to log-on, and you will then have to contact us to regain access to the System. Nevertheless, it is important that you not write your password down, as it could be used by anyone who finds the password. You authorize us to act on instructions received through the System under your password. You accept responsibility for the confidentiality and security of your password and agree to change your password regularly.

SECURITY
You understand the importance of your role in preventing misuse of your accounts through the System and you agree to promptly examine your paper statement for each of your Bank accounts as soon as you receive it. Your password and login ID are intended to provide security against unauthorized entry and access to your accounts through the System. You must take appropriate steps to protect and keep confidential the use of your access ID and password. You agree to be responsible for all transactions made through the System and those transactions received by the Bank which are identified by a proper access ID and password, whether or not such transactions were properly made by you. Access ID and password are to verify authenticity and not to detect an error in the transmission or content of the request. You accept all risks from accidental disclosure or inadvertent use of your access ID and password by any party whatsoever, whether such disclosure or use are on account of your negligence or are deliberate acts.
If a transaction transmitted or authorized by you is received by the Bank, it will be deemed effective as your transaction and you will be obligated to pay the Bank the amount of such transaction even though the transaction may not have been authorized by you.

The Bank may elect, in its discretion, not to act on a request or transaction if it is unable to obtain reasonable verification as to the source of the transmission satisfactory to the Bank.

Data transferred via the System is encrypted in an effort to provide transmission security and the System utilizes identification technology to verify that the sender and receiver of all System transmissions can be appropriately identified by each other. Notwithstanding our efforts to insure that the System is secure, 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 the System, or e-mail transmitted to and from us, will not be monitored or read by others.


FEES AND CHARGES
You agree to pay the applicable fees and charges for the System Services you use pursuant to the terms of the deposit agreement for that account. You agree that all such fees and charges will be deducted from your Bank checking account. You agree to pay any additional reasonable charges for services you request which are not covered by this Agreement. You are also responsible for telephone and Internet service fees you incur in connection with your use of the Services.

POSTING OF TRANSFERS
Transfers made through the System after 4:00 PM Pacific Time or on a non-business day will be posted on the following business day. If you request a transfer for a future date that is not a business day, we will process your request on the last business day before, or on the first business day after, the transaction date, depending on your instructions. The System identifies transfers based upon the access ID of the user who made the electronic transfer. You are responsible for the contents of each fund transfer sent to the Bank. The Bank is entitled to rely on the information contained therein.
For Cash Manager customers, funds transfer orders will be rejected in the event that the funds transfer exceeds either any individual dollar limit for transactions or the daily dollar limit for transactions set by you. Funds transfer orders may also be rejected in the event that you do not have sufficient available funds to cover the requested funds transfer order(s). Rejections may also occur due to erroneous Bank/Beneficiary information.

If a funds transfer request is rejected, the Bank will notify you by mail, telephone, facsimile transmission, or any other similar means no later than the end of Bank’s next business day after Bank has knowledge of the rejection. Bank is not liable for the rejection and is not obligated to pay you interest for the period before you receive notice of the rejection.

Upon reasonable request by you, Bank may, in its sole discretion, use reasonable efforts to act on your request for cancellation of a funds transfer order if the transfer has not already been executed. In order to cancel a funds transfer order, the Bank may rely on a telephone request or facsimile transmission request from anyone whom it reasonably believes to be an authorized representative of the business and who is able to provide the specifics on the funds transfer order sought to be canceled.

Once the funds transfer has been executed, payment is complete and irrevocable between you and the Bank and not subject to an amendment, even if the beneficiary does not receive payment.

You shall not use the funds transfer service to conduct transactions for any other person or entity.

Businesses must understand and acknowledge that the Fund or File Transfer Recap screens in Cash Manager and the Manage Payments tab in Business Bill Pay-e options of the System may not reflect transfers made by multiple users from the same account if different access ID’s are used. You agree to communicate with any other persons with authorized access to your accounts concerning any transfers or bill payments from your accounts in order to avoid overdrafts.

WIRE TRANSFERS
Depending on the System Services requested, Cash Manager customers may be authorized to send wire transfers through the System. The Bank must receive an international wire request before 9:30AM Pacific Time; domestic wires requests must be received by the Bank before 1:00 PM Pacific Time in order for them to be processed on that day.

The Bank may establish maximum dollar amounts for wire transfers ("Settlement Limits") for Cash Manager customers by giving either oral or written notification and the Bank may refuse to transmit transactions which are in excess of the Settlement Limit.

SETTLEMENT LIMITS (CASH MANAGER)
The Bank may change the Settlement Limits from time to time by giving the Cash Manager customer either oral or written notice provided, however, that the Settlement Limit may be changed immediately upon giving telephone notice to the Cash Manager customer in the event the Cash Manager customer:

• Files or has filed against it a petition in bankruptcy or other laws relating to the relief of debtors.
• Suspends the transaction of its usual business, dissolves, or transfers to another party a significant portion of its assets.
• Is declared to be in default under any other obligation to Bank.

OVERDRAFTS, PAYMENT ORDER, TRANSFERS, OTHER WITHDRAWALS
You agree to have available, collected funds on deposit in the account you designate in amounts sufficient to pay for payment obligations you have to the Bank. If you do not have a sufficient balance, including available credit under any overdraft protection plan, we may either complete the transfer or payment, creating an overdraft, or refuse to complete the transfer or payment. If your account does not have sufficient funds to cover all transactions presented for payment or debit transfer on a given business day, currency and other disbursements that commit the use as they are performed, such as over the counter withdrawals, withdrawals in the form of cashier’s checks, certain Automated Teller Machine or Point of Sale transactions and deposits that are returned from the payor institution unpaid will be given first priority. Whether all items are honored or some or all of them are dishonored, non-sufficient funds charges may be assessed pursuant to the terms of the deposit agreement for that account.


LIMITS ON AMOUNTS AND FREQUENCY OF SYSTEM TRANSACTIONS
The number of transfers from money market and savings are limited pursuant to the terms of the applicable deposit agreement. No more than six payments and transfers are permitted from such accounts per monthly statement cycle, and no more than three of these may be by check or draft payable to a third party or by use of a debit card at a Point of Sale terminal. For these purposes, "payments and transfers" include all transfers to another of your accounts (including a transaction account) at the Bank or to a third party by means of a:

• Preauthorized or automatic transfer. A "preauthorized transfer" includes any arrangement under which we pay a third party from your account based upon written or oral instruction (including an order received through an automated clearing house or any arrangement whereby we pay a third party from your account at a predetermined time or on a fixed schedule.
• Transfer made pursuant to a telephone transfer agreement.
• Transfer made pursuant to this Online Banking Agreement.

BILL PAYMENT SERVICE THROUGH THE SYSTEM
You must designate the Bank account from which the payments are to be made (if option is available), the complete name of the payee, the account number, and the payee's remittance address, all exactly as shown on the billing statement or invoice, the amount of the payment, and the date you want the payment to be processed, which will be the day on which the payment will be debited from your account. If the date you want the payment to be sent and debited from your account is not a business day, the payment will be sent and your account will be debited the next business day.

By enrolling in the Bill Payment Service, you authorize us to charge against your designated account all payments initiated through the System on the basis of your access ID and password, regardless of how we effectuate the payment. You also authorize us to charge to your Account for any monthly service fee and any other fee related to the Bill Payment Service. Accounts requiring two signatures should participate in the business bill pay program only.

Besides the monthly service fee, you may or may not be charged a fee for the following:

• Proof of payment (copy of cancelled check)
• Cancellation of payment prior to disbursement
• Payment returned due to customer error
• ACH return fee
• Letter mailed Express Mail
• Letter to recipient of payment

SETTING UP PAYEES/PAYMENTS
If you want to add a new payee, use "My Payments/Manage Payees" on the System or speak to a service representative. You may add a new fixed payment to a Payee, only if the Payee is on your authorized list of payees, and by accessing the Service and entering the appropriate information. Most other additions, deletions, or changes can be made in writing or by using the Service. The Bank reserves the right to refuse the designation of a Payee for any reason. Each Payee accepted by the Bank will be assigned a payee code. You may pay almost any payee you wish. There are several restrictions:

• The merchant must be located in the United States;
• Payments may not be remitted to tax authorities or government and collection agencies;
• Payments may not be remitted to security companies such as Ameritrade for stock purchases or trade taxing authorities and
• Court directed payments are unauthorized (Alimony, child support, or other legal debts).

Don’t forget you can use this System to send payments to your son/daughter in college; pay your local orthodontist, credit cards, charitable donations, etc. A merchant is defined as anybody (company or individual) to whom you want to send money.

SCHEDULING SYSTEM PAYMENTS
Some of the bills you direct us to pay will be paid electronically, through an automated clearing house ("ACH"), while others may be paid through the use of a paper draft drawn against the account you designate and mailed to the payee. These paper drafts are like checks you might write, except that they are generated by the System, are issued without your signature and are paid when they are presented to the Bank through the normal check clearing process. The Bill Payee list available on the System will tell you whether a given payment will be processed through the ACH or by paper draft. Whether your payment is to be made through the ACH or by paper draft, the funds will be deducted from your account on the date you specify as the processing date.

If the payee is to be paid by paper draft, you must plan to allow sufficient time for the paper draft to reach the payee. We suggest a MINIMUM of 5 business days prior to the due date for each payment to reach the payee. IT IS OUR RECOMMENDATION TO ALLOW ADDITIONAL DAYS FOR PAYMENTS TRAVELING MORE THAN 4 STATES AWAY. If the payee is to be paid electronically, you should allow 3 to 5 business days between the processing date and the date the payment must be received by the payee.

The bank will process payments on the business day you designate the bill is to be processed, provided the payment request is received prior to the cut off time which is currently 1 PM Pacific Time. Bill requests received after the business day cut off time or at any time on a non-business day will be processed on the next business day. The Bank reserves the right to change the cut off time by giving you notice if it changes.
You understand and agree that we are not responsible for the timely delivery of mail, the improper transmission of a payment by an ACH, or the handling of payments by your Payment Service payee.

STOPPING OR CANCELING A BILL PAYMENT PROCESSED OR TO BE PROCESSED THROUGH ONLINE BANKING
To cancel a bill payment that you have scheduled through Bill Pay, you must cancel the payment online via Bill Pay (by following the onscreen instructions) before 1:00 PM Pacific Time on the date the payment is scheduled to be debited from your account. Once an electronically transmitted bill payment has been debited from your account, you CANNOT cancel or stop the payment, even if the payee has not yet received the payment.

However, if the payment is to be made by paper draft, you may be able to stop payment on the draft even if it has been processed and mailed to the payee. Your stop payment order for a System bill payment made by paper draft can be implemented by contacting the Bill Pay Customer Service by telephone before the paper draft has cleared, just as is the case with checks you issue against your account. When you call them, they will be able to tell you whether the paper draft has cleared. If it has not already cleared, they will immediately process and honor your stop-payment order. You should be aware, however, that to be effective, your stop-payment request must precisely identify the name of the payee, the payee-assigned account number, the amount and the scheduled date of the payment.

USING THE SYSTEM TO STOP PAYMENT ON A PAPER CHECK YOU HAVE WRITTEN OUTSIDE OF THE SYSTEM
Cash Manager customers may use the System to stop payment on a paper check you have written (non-electronically). However, stop payment orders given to us in this fashion may not be processed until 9:00 AM Pacific Time on the business day following the day on which the stop payment order is transmitted to us. Therefore, it is important that you call us or personally deliver your stop payment order with regard to a check that you believe may be presented for payment before 9:00 AM Pacific Time on the following business day. You must first verify that the item has not already been posted to your account. If a stopped item has already been paid prior to the stop payment request, the Bank shall not be liable for any loss incurred by you arising from the event. To be effective, this type of stop payment request must precisely identify the check number, the amount and the date of the check. If you make your stop payment request by telephone, we also require you to sign a stop payment order within 14 days after you call. A stop payment order is effective for six months and may be renewed for an additional six months if renewed during the effective time period.

You will incur stop payment charges as disclosed in the current fee schedule for the applicable account. Stop payment charges for the System bill payment paper drafts may be assessed in addition to the stop payment charges for the applicable account.


DISCLOSURE OF ACCOUNT INFORMATION AND TRANSFERS
You understand information about your accounts or the transfers you make may automatically be disclosed to others. For example, tax laws require disclosure to the government of the amount of interest you earn, and some transactions, such as large currency and foreign transactions must be reported to the government. We may also provide information about your accounts to persons or companies we believe would use the information for reasonable purposes, such as when a prospective creditor seeks to verify information you may have given in a credit application or a merchant calls to verify a check you have written.

In addition, we routinely inform credit bureaus when accounts are closed because they were not handled properly. We may also seek information about you from others, such as the credit bureau, in connection with the opening or maintaining of your account or in connection with approving your access to the System. You agree and hereby authorize all of these transfers of information.

PERIODIC STATEMENTS
You will not receive a separate System statement. Payments and transfers to and from your accounts using the System will appear on the respective periodic paper statements for your Bank accounts. These statements will contain information regarding each transaction made under this Agreement, including the amount and date of the transfer or payment, the number of each account involved in the transfer or payment, the payee of each payment, all fees for use of System Services, beginning and ending account balances, the address and telephone number to call if you have questions or there are errors on your statement, and other information about your accounts.

CHANGE IN TERMS
We may change any term of this Agreement at any time. Such changes may include, among other things, changes to our fee schedule (including adding new fees where none existed before), changes in the System Services, addition of new terms to this Agreement or elimination of some of the provisions in this Agreement. If the change will or might result in increased fees for any System Service, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, we will give you notice at least 30 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or the System.

Our notification of a change in terms will be sent to you by regular mail or e-mail or it will be posted on the Bank's website, provided that in the latter instance, we will notify you by e-mail of the existence of the change in terms notice, so that you will know to look for it on the website. If advance notice of the change is not required and disclosure does not jeopardize the security of the account or the System, we will notify you of the change in terms no later than the 30th day after the change becomes effective. If you decide not to accept a change in terms applicable to the System, you must terminate your enrollment (see Your Right to Terminate) before the change becomes effective.

We reserve the right to waive, reduce or reverse charges or fees in individual situations. Changes to fees applicable to specific accounts are governed by the applicable deposit agreements and disclosures.

IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC TRANSFERS, INCLUDING BILL PAYMENTS
Telephone us at (253) 848-2316 or write to us at Valley Bank, 1307 East Main Avenue, Puyallup, Washington 98372 as soon as you can, if you think your statement is wrong, or if you need more information about a transfer listed on your statement. We must hear from you no later than 60 days after we sent the FIRST paper statement upon which the problem or error appeared. When you contact us:

• Tell us your name and account number.
• Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error, or why you need more information.
• Tell us the dollar amount of the suspected error.
• If the suspected error relates to a bill payment made via the System Bill Payment Service, tell us the account number used to pay the bill, the payee name, the date the payment was sent, payment amount, and the payee account number for the payment in question.

If you tell us orally by telephone or by e-mail, we may require that you send us your complaint or question in writing by postal mail or fax within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation.

OUR LIABILITY FOR FAILURE TO MAKE A TRANSFER
If we do not complete a transfer to or from your account, including a bill payment, on time or in the correct amount, according to our agreement with you when you have properly instructed us to do so, we will be liable to you for your losses or damages caused as a result. However, there are some exceptions. We will NOT be liable, for instance:

• If, through no fault of ours, you do not have enough money in your account to make a transfer.
• If a legal order directs us to prohibit withdrawals from the account.
• If your account is closed, or if it has been frozen.
• If the transfer would cause your balance to go over the credit limit of an established line of credit or the credit limit for any credit arrangement set up to cover overdrafts.
• If any electronic terminal, telecommunication device, or any part of the System is not working properly and you knew about the problem when you started the transfer.
• If you have not provided us with complete and correct payment information for the Bill Payment Service, including, without limitation, the name, address, your payee assigned account number, payment date, and payment amount for the payee on a bill payment.
• If you have not properly followed the on-screen instructions for using the System.
• If circumstance beyond our control (such as fire, flood, interruption in telephone service or other communication lines) prevent the transfer, despite reasonable precautions that we have taken.
• There may be other exceptions stated in our Agreement with you.

YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS
Contact us AT ONCE if you believe your password has been lost, stolen, used without your authorization, or otherwise compromised or if someone has transferred or may transfer money from your accounts without your permission. An immediate telephone call to us is the best way to keep your possible losses down. You could lose all the money in your accounts (plus your maximum overdraft line of credit, if any). If you contact us within 2 business days, you can lose no more than $50 if someone used your password without your permission.

If you do NOT contact us within 2 business days after you learn of the loss, theft, compromise, or unauthorized use of your password, and we can prove we could have stopped someone from using your password to access your accounts without your permission if you had told us, you could lose as much as $500.

Also, if your paper statement shows transfers that you did not make, contact us at once. If you do not tell us within 60 days after the paper statement was mailed to you, you may not get back any money you lost through transactions made after the 60 day time period if we can prove that we could have stopped someone from taking the money if you had told us in time.

If a good reason (such as a long trip or hospital stay) kept you from contacting us, we will extend the time periods.

If you believe your password has been lost, stolen, or otherwise compromised, or that someone has transferred or may transfer money from your account without your permission, call (253) 848-2316, or write to us at Valley Bank, 1307 East Main Avenue, Puyallup, Washington 98372.

SPECIAL PROVISIONS FOR BUSINESS ACCOUNTS
If your account is a Business Account, the limitations on our liability contained in the sections of this Agreement and Disclosure titled "In Case of Errors or Questions About Your Electronic Transfers, Including Bill Payments" and "Our Liability for Failure to Make a Transfer" will not apply to you or your account. Similarly, your liability will not be limited as stated in the "Your Liability for Unauthorized Transfers" section of this Agreement and Disclosure.

Instead, you agree that the precautions built into the Valley Bank Online Banking system, including those relating to access ID and password protocols, are commercially reasonable for you and your accounts, and that we will not be responsible for any transfers or payments that are made based upon the use, proper or otherwise, of your access ID and password. You additionally agree that we will have no liability to you if we fail to make a transfer you have initiated through our System Services, regardless of the reason for the failure.


DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, in connection with the System Services provided to you under this Agreement. We do not and cannot warrant that the System will operate without errors, or that any or all the System Services will be available and operational at all times. Consequently, you agree that our liability in connection with your use of the System shall be limited to the circumstances and, where there is an amount limitation, the amount limitation specified above in the event that you incur a loss through your use or someone's unauthorized use of the System to affect your accounts.
In the performance of the services required by this Agreement, the Bank shall be entitled to rely solely on the information, representations, and warranties provided by you pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof. The Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its negligence or willful misconduct in performing those services. The Bank shall not be responsible for your acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any Entry received from you) or those of any other person, including without limitation any Federal Reserve Financial Institution, Automated Clearing House or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed Financial Institution’s agent. You agree to indemnify the Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any claim of any person that the Bank is responsible for any act or omission of you or any other person described herein.

The Bank shall be liable only for your actual damages; in no event shall the Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability which you may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from the Bank’s acts or omissions pursuant to this Agreement.

Without limiting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond the Bank’s control. In addition, the Bank shall be excused from failing to transmit or delay in transmitting a transaction if such transmittal would result in the Bank’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in the Bank’s reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.

Subject to the foregoing limitations, the Bank’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Financial Institution of New York for the period involved. At the Bank’s option, payment of such interest may be made by crediting the Account resulting from or arising out of any claim of any person that the Bank is responsible for any act or omission of you or any other person described herein.

YOUR RIGHT TO TERMINATE
You may cancel your System Services at any time by providing us with written notice by postal mail, e-mail, or fax. Your access to the System will be suspended within 3 business days of our receipt of your instructions to cancel the service. You will remain responsible for all outstanding fees and charges incurred prior to the date of cancellation.

OUR RIGHT TO LIMIT ACCESS TO THE SYSTEM OR TO TERMINATE
You agree that we can terminate or limit your access to the System Services for any of the following reasons:

Your access to the System may be limited or suspended without prior notice if you have insufficient funds in any one of your Bank accounts to cover a transaction you have initiated. The System Service may be reinstated, in our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.

We can terminate your use of the System:

Upon 3-business days notice, if you do not contact us to designate a new Primary Checking Account immediately after you close your Primary Checking Account.

Upon reasonable notice, for any other reason in our sole discretion.

COMMUNICATIONS BETWEEN THE BANK AND YOU
Unless this Agreement provides otherwise, you can communicate with us in any one of the following ways:

• E-mail - You can contact us by e-mail (Please note that banking transactions through The System are not made via e-mail.)
• Telephone - You can contact us by telephone.
• Facsimile - You can contact us by fax.
• Postal Mail - You can write to us.
• In Person - You may visit us in person at any one of our locations.

CONSENT TO ELECTRONIC DELIVERY OF NOTICES
You agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by:

• E-mail addressed to your e-mail location as specified in your enrollment application or as you later notify us if there has been a change. To assure that you receive such notices, you agree to notify us immediately of any change in your e-mail address.
• Posting the notice on The System website provided that we notify you by e-mail of that posting.

MISCELLANEOUS PROVISIONS
This Agreement is subject to applicable federal laws and the laws of the State of Washington (Except to the extent this Agreement can and does vary such rules or laws). If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions.

Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach.

You may not assign this Agreement. This Agreement is binding upon your heirs and Bank's successors and assigns.

Certain of the obligations of the parties pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.

This Agreement, together with the Valley Bank Cash Manager Application and Fee Schedule, constitutes the entire agreement between you and the Bank with respect to the subject matter hereof and there are no understandings or agreements relative hereto which are not fully expressed herein.

If you agree to the terms of service above, please click the "I Agree" button below, or if you do not agree click "I Disagree" below to return to the System home page.