Terms & Conditions

Bank Bill Pay Terms & Conditions

BY ENROLLING AND ACCESSING THE BILL PAY SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS DESCRIBED BELOW. IF YOU DO NOT AGREE, PLEASE DO NOT ENROLL OR ACCESS THIS WEBSITE.

This is your bill paying agreement with Gateway Bank "Bank". You may use Bank bill paying service, Bill Pay, to direct Bank to make payments from your designated checking account to the "Payees" you choose in accordance with this agreement. The terms and conditions of this agreement are in addition to any other account agreements, disclosures and other documents in effect from time to time governing your account.

Service Fees

Payments may be sent electronically or by paper. The first 10 online payments are provided at no cost. Additional bill payments over the 10 allowed payments will be charged a per item fee as provided in the Bank's annual Fee Schedule. A copy of the Fee Schedule can be found on our website or you may request a copy by contacting us at 651-209-4800.

Accessing the Bill Pay Service:

Instructions for Setting up Payees & Payments:

Payees: If you want to add a new "Payee" first select the "Payee" tab located in the bill pay or speak to a service representative. Bank reserves the right to refuse the designation of a "Payee" for any reason.

Payments: You may add a new payment to a "Payee" 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. You may pay any "Payee" within the United States.

Bank is not responsible for any payments that cannot be made due to incomplete, incorrect, or outdated information.

Availability and Use

The Bill Pay Service is generally available seven (7) days a week and twenty-four (24) hours a day; however, the service may be unavailable from time to time, during off peak hours for maintenance.

Disclosures and Communications

You may receive communications and disclosures concerning your Bill Pay service from the Bank. By enrolling and accessing the Bill Pay service, You agree to receiving communication from the Bank, which may include disclosures, notices, agreements, fee schedules, statements, records, documents or other information that the Bank is required to or desires to provide to You. You may withdraw your consent to receive electronic communications at any time by calling the Bank at 651-209-4800 or by writing to us at 745 Market Street, Mendota Heights, Minnesota 55118. Representatives are available Monday through Friday 8:00am to 5:00 pm. You are responsible for providing the Bank with true, accurate and complete contact information, including without limitation to a complete and active email address. To update your information please call the bank at 651-209-4800 or by writing to us at 745 Market Street, Mendota Heights, Minnesota 55118. If an email address is invalid, the Bank may, at its option, treat the return of communications due to an invalid email address as a withdrawal of consent.

The Bill Pay Process

Single Payments - A single payment will be processed on the business day (generally Monday through Friday, except certain holidays) 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, which is controlled by Bank, is currently 2:00pm CST.

A single payment submitted after the cut-off time on the designated process date will be processed on the next business day. If you designate a non-business date (generally weekends and certain holidays) as the payment's processing date, the payment will be processed on the first business day following the designated processing date.

Recurring Payments - 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 (generally weekends and certain holidays), 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 date 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 date after the calculated processing date.

Note: If your frequency settings for the 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.

Single and Recurring Payments
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".

Cancelling a Payment
A bill payment can be changed or cancelled any time prior to the cutoff time on the scheduled processing date. You should be sure to cancel any recurring payment in the event You cancel a payment. The Bank is not responsible for ensuring that future bill payments are canceled. Failure to cancel a recurring payment may result in overdrafts and overdraft fees being charged to Your account.

ACH Origination
You have requested that the Bank permit it to initiate entries to accounts maintained at the Bank and other financial institutions by means of the Automated Clearing House (the "ACH") operated by the Upper Midwest Automated Clearing House Association, Inc. ("UMACHA"). You and the Bank agree as follows:

1. Definitions. Unless otherwise defined in this Agreement, capitalized terms shall have the meanings provided in the Rules, defined below.
a. Account. "Account" shall have the meaning given to it in Section 9 of this Agreement.
b. Authorized Representative. "Authorized Representative" shall mean any individual duly authorized by You to initiate an ACH transaction on behalf of You.
c. Business Day. "Business Day" shall mean Monday through Friday except for those bank holidays identified on the Federal Reserve Bank Holiday Schedule. A listing of these holidays can be found at http://www.federalreserve.gove/aboutthefed/k8.htm.
d. Effective Entry Date. "Effective Entry Date" shall mean the date included in any Entry as the date upon or after which such Entry is to be effective.
e. Entry. "Entry" shall have the meaning given to it in the Rules, except that it shall also include an "On-Us Entry".
f. On-Us Entry. "On-Us Entry" shall mean a debit or credit Entry to an account maintained at the Bank by You.
g. Notice. "Notice" shall mean the following:
i. Any notice required to be given by the Bank under this Agreement shall mean any written statement, facsimile, e-mail, or any other form of communication issued by the Bank to You. You agree that you are responsible for providing Bank with your most current address, e-mail address, fax number and telephone number for purposes of providing notice pursuant to this Agreement, and Bank is authorized to provide notice to You based on the information provided to Bank by You. Unless otherwise stated therein, any notice given by the Bank shall be deemed effective as follows:
(a) if delivered by e-mail or facsimile, the Notice shall be deemed effective when sent,
(b) if hand delivered, the Notice shall be deemed effective when delivered,
(c) if delivered by mail, the Notice shall be deemed effective on the second Business Day after it is deposited in the United States mail;

ii. Any notice required to be given by Customer under this Agreement shall mean a notice in writing, signed by an Authorized Representative, which is sent by United States registered or certified mail, postage prepaid addressed to:
Gateway Bank
745 Market Street
Mendota Heights, MN 55118
Fax:(651)209-4899

Any notice given by the Customer that is prepared in accordance with the requirements of this Section 1.g. shall be deemed effective on the second Business Day after it is deposited in the United States mail.

h. Rules. "Rules" shall mean the rules of the National Automated Clearing House Association and Appendices to the rules of the National Automated Clearing House, as amended from time to time.
2. Rules. You agree to comply with and be bound by the Rules. You acknowledge and agree that you will not generate transactions that violate the laws of the United States, including the sanction laws administered by the Office of Foreign Asset Control (OFAC). You further agree to comply with applicable state and federal law or regulation and further acknowledge that any Entry executed by Bank will be subject to record keeping and information transmittal requirements under the federal Bank Secrecy Act and its implementing regulations.

A copy of the Rules may be purchased by writing to: UMACHA, 7100 Northland Circle, #212, Brooklyn Park, MN 55428, or by visiting http://www.umacha.org. A copy of the most current ACH Rule Book is kept at Bank, located at 745 Market Street, Mendota Heights, MN 55118 PH: (651) 209-4800. You agree and understand that it is your responsibility to obtain a current copy of the Rules.

3. Bank Obligations. In a timely manner and in accordance with the Rules, the Bank will process, transmit, and settle for the Entries received from You, which comply with the terms of the Agreement.

4. Security Procedures. You acknowledge that the security procedures and authorization are for verification of authenticity and not to detect errors in any Entry. No security procedure for the detection of any such error has been agreed upon between the You and the Bank. You are strictly responsible for implementing and enforcing your own internal policies and security procedures with regard to authorizing ACH Entries and to safeguard against unauthorized transmissions or Entries. You warrant that no individual will be allowed to initiate transmissions or Entries without proper supervision and safeguards. You warrant and agree that you shall take all reasonable steps to maintain confidentiality of the security procedures and any related security features. If You know or believe that an unauthorized individual has transmitted or attempted to transmit one or more Entries or that the security procedures have otherwise been compromised, You agree to immediately provide Notice to the Bank and agree that any Entry received by Bank before or within a reasonable time after such Notice to the Bank shall be treated as authorized by You.

5. Compliance With Security Procedure. If an Entry (or a request for cancellation or amendment of an Entry) received by Bank purports to have been transmitted or authorized by You, it will be deemed effective as Your Entry (or request for cancellation or amendment of an Entry) and You shall be obligated to pay Bank the amount of such Entry even though the Entry (or request for cancellation or amendment of an Entry) was not authorized by You, provided Bank accepted the Entry in good faith.


6. Recording and Use of Communications. You agree that all telephone conversations, emails or data transmissions between them You or Your agents made in connection with this Agreement may be electronically recorded and retained by the Bank by use of any reasonable means.

7. Customer's Representations, Warranties and Agreements. You warrant to the Bank all warranties the Bank is deemed by the Rules to make with respect to Entries originated by You. You acknowledge and agree that, pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other financial institutions and that such warranties are made in reliance on: (i) the representations and warranties of You, including but not limited to those contained in this Section 7 of this Agreement and (ii) Your agreement to be bound by the Rules and applicable law. You shall indemnify, defend and hold harmless the Bank against any loss, liability or expense (including attorney's fees and expenses) resulting from, related to or arising out of any breach of the Customer's warranties or this Agreement. You further represent and warrant that each Entry provided to the Bank complies in all respects with the Rules. Without limiting any of the foregoing, You warrant that:

a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked;
b. Each credit Entry is timely and accurate;
c. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to You from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry and has been authorized by such party;
d. No Entry has been reinitiated in violation of the Rules;
e. Each person shown as the Receiver on an Entry (or request for cancellation or amendment of an Entry) received by Bank from You, has authorized the initiation of such Entry (or request for cancellation or amendment of an Entry) and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry;
f. The authorizations in Sections, 7.d. and 7.e. above are operative at the time of transmittal, debiting or crediting by Bank as provided herein;
g. This Agreement has been duly and properly authorized by You and is enforceable by Bank in accordance with its terms.
8. Provisional Credit. You acknowledge that the Rules make provisional any credit given for an Entry until the financial institution crediting the account specified in the Entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party in the amount of the credit in the credited party's account and the originator of the Entry shall not be deemed to have paid the party.

9. Your Account. You will maintain a deposit account (the "Account") with the Bank at all times during the term of this Agreement. You shall at all times maintain a balance of available funds in the Account sufficient to cover Your obligations under this Agreement. You authorize the Bank to debit your Account for any amount it owes the Bank as a result of this Agreement. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that Bank may debit any account maintained by You with Bank or any affiliate of Bank or that Bank may set off against any amount it owes to You, in order to obtain payment of Your obligations under this Agreement.

10. Due Diligence. You will supply the Bank with due diligence information when requested. This information may include, but is not limited to, financial data, names and other information concerning principals, information about the business in You participate, information regarding Your creditworthiness, projected return rates, and payment history. The Bank may, in its reasonable discretion, conduct a limited review of Your operations to ensure compliance with the provisions of this Agreement. Where the Bank reasonably believes that Your financial condition is impaired or deteriorating, the Bank may refuse to process any Entries or may require prefunding of all Entries.

11. Prefunding. The Bank may, from time to time, in its sole discretion, require that You irrevocably make available to Bank, in actually and finally collected funds, the total amount of all credit Entry originations prior to the time the Bank processes the items (to "Prefund"). You may Prefund your credit Entry originations by transfer from another depository institution, or by maintaining a sufficient balance of actually and finally collected funds in its Account at the Bank. Unless the You indicate that you will Prefund in another way and actually do so, You authorize the Bank, prior to processing the Entries, to deduct from Your Account the amount needed to Prefund the credit Entries. If You fail or refuse to Prefund the full amounts of your credit Entries in a cycle, the Bank may, at its discretion, refuse to process Entries that have not been Prefunded. If You only partially Prefunds the amount of your credit Entries and does not indicate which Entries have been Prefunded, the Bank may, in its sole discretion, determine which Entries shall be considered to have been Prefunded, or may refuse to process all Entries. If You Prefund the credit Entries, your obligation to settle in respect of the Prefunded credit Entries up to the amount of the Prefunding shall be automatically satisfied and discharged and replaced by an irrevocable obligation of the Bank to settle for the Prefunded Entries on the settlement date.

12. Cancellations or Amendment. You shall have no right to amend any Entry after its receipt by the Bank. However, if the Bank has not transmitted the Entry and the request for cancellation is in accordance with the security procedures, the Bank shall use reasonable efforts to act on a request by You for cancellation of an Entry prior to transmitting it or, in the case of an On-Us Entry, prior to crediting the particular account, but shall have no liability if such cancellation is not executed. You shall reimburse the Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to affect your request for the reversal of an Entry.

13. Rejection of Entries. The Bank may reject any Entry which does not comply with the requirements of this Agreement, which contains an Effective Entry Date more than three (3) days after the Business Day such Entry is received by the Bank or if you are not otherwise in compliance with the terms of this Agreement. The Bank may reject an On-Us Entry, for any reason for which an Entry may be returned under the Rules. The Bank may reject any Entry if You have failed to comply with your Account balance and Prefunding obligations of this Agreement. The Bank shall provide Notice to You of such rejection no later than the next Business Day after the Effective Entry Date or, in the case of an On-Us Entry, the day before its Effective Entry Date. Notwithstanding the effective times set forth in Section 1.g.(i)., Notices of rejection shall be effective when given. Bank shall have no liability to You by reason of the rejection of any such Entry or the fact that such Notice is not given at an earlier time than that provided for herein.

14. Notice of Returned Entries. The Bank shall notify You by mail or phone of the receipt of a returned Entry from its correspondent banks' ACH Department no later than one (1) Business Day after the Business Day of such receipt. The Bank shall have no obligation to re-transmit a returned Entry if the Bank complied with the terms of this Agreement with respect to the original Entry.

15. Notification of Change. The Bank will provide You Notice for all notification of changes received no later than two (2) Business Days after the receipt of the Entries by mail or phone. You agree to make the changes before the next "Live" Entry. If the Notification of Change is incorrect, You will generate a refused notification of change and deliver it to the Bank.

16. Reversals. You may initiate a reversing Entry or file of Entries for erroneous or duplicate transactions, as permitted by the Rules. Reversing Entries must be initiated within five (5) Business Days of the original Entry and the account holder of the reversing Entry must have been notified of the reversal, and the reason for the reversal, no later than the settlement day of the reversal. You warrant that you have initiated the reversing Entries within five (5) Business Days of the original Entry or Entries and within twenty-four (24) hours of discovery of the error each time that you initiate a reversing Entry. For reversing Entries, You shall indemnify all parties to the transaction(s) from and against any claim, demand, loss, liability or expense (including attorney's fees) resulting directly or indirectly from such reversal.

17. Entries Returned as Unauthorized. In the event that an Entry is returned as unauthorized or authorization revoked, You will contact the necessary parties and resolve any dispute. During this process You may ask the Bank to request from the Receiving Depository Financial Institution (RDFI) a copy of the "Written Statement of Unauthorized Debit". Bank will make its best effort to obtain the form and will deliver it to You when received. You agree not to re-originate any transaction returned as unauthorized or as authorization revoked unless You reauthorize the Entry or Entry stream. In the event the rate of unauthorized transactions exceeds one percent (1%) based on the calculations noted in the Rules, You will share the data requested by the Bank based on the Rules and will immediately begin the process of bringing the rate below one percent (1%).

18. Periodic Statement. Entries transmitted by Bank or credited to a Receiver's account maintained with Bank will be reflected on Your periodic statement issued by Bank with respect to the Account pursuant to the account agreement between You and the Bank (the "Account Agreement"). You agree to provide Bank with Notice promptly of any discrepancy between Your records and the information shown on any periodic statement. If You fail to provide Bank Notice of any discrepancy within thirty (30) calendar days of receipt of a periodic statement containing such information, You agree that the Bank shall not be liable for any other losses resulting from Your failure to give such Notice or any loss of interest or any interest equivalent with respect to any Entry shown on such periodic statement. If You fail to provide the Bank with Notice of any such discrepancy within thirty (30) calendar days of receipt of such periodic statement, You shall be precluded from asserting such discrepancy against the Bank.

19. Fees. You agree to pay the Bank for services provided under the Fee Schedule. The Bank may change its fees from time to time upon prior Notice to You. Such charges do not include, and You shall be responsible for payment of, any sales, use, excise, value added, utility or other similar taxes relating to such services, and any fees or charges provided for in the Account Agreement with respect to the Account.

20. Bank Responsibilities; Liability; Limitations On Liability; Indemnity.

IN NO EVENT SHALL THE BANK BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING OUR OF THE INSTALLATION, USE OR MAINTENANCE OF ANY EQUIPMENT, SOFTWARE, AND/OR USE OF THE BILL PAY SERVICE.

a. In the performance of the services required by this Agreement, 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. Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those services. Bank shall not be responsible for Your or your representatives' of agents 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 Bank, Automated Clearing House or transmission or communications facility, any Receiver or RDFI (including without limitation the return of an Entry by such Receiver or RDFI), and no such person shall be deemed Bank's agent. You agree to indemnify Bank against any loss, liability or expense (including attorneys' fees and expenses) resulting from or arising out of any claim of any breach of any of the warranties or agreements contained in Section 8 of this Agreement or any claim of any person that the Bank is responsible for any act or omission of You or any other person described in this Section 21(a).
b. Bank shall be liable only for Your actual damages; in no event shall Bank be liable for any consequential, special, incidental, punitive or indirect loss or damage or any attorneys' fees 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 Bank's acts or omissions pursuant to this Agreement.
c. Without limiting the generality of the foregoing provisions, Bank shall be excused from failing or delaying to act if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, acts of terrorism, emergency conditions or other circumstances beyond Bank's control.
d. Bank shall be excused from failing or delaying to transmit an Entry if such transmittal would result in Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank's reasonable judgment otherwise violation any provision of any present or future risk control program of the Federal Reserve or any rule or regulation or any other U.S. governmental regulatory authority.
e. Subject to the foregoing limitations, 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 Bank of Minneapolis for the period involved, computed on the basis of a 365-day year; provided that in no event shall Bank's liability for loss of interest exceed sixty (60) days.
21. Inconsistency of Name and Account Number. You acknowledge and agree that, if an Entry describes the Receiver (consumer or organization that has authorized an Originator to initiate an entry to the Receivers account with the RDFI) inconsistently by name and account number, payment of the Entry transmitted by Bank to the RDFI may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of the account number supplied by You, even if it identifies a person different from the named Receiver, and that Your obligation to pay the amount of the Entry to Bank is not excused in such circumstances.

22. Data Retention. You shall retain data on file adequate to permit remaking of Entries for five (5) Business Days following the date of their transmittal by Bank as provided herein, and shall provide such data to Bank upon its request.

23. Tapes and Records. All magnetic tapes, Entries, security procedures and related records used by Bank for transactions contemplated by this Agreement shall be and remain Bank's property. Bank may, at its sole discretion, make available such information upon Your reasonable request. Any expenses incurred by Bank in making such information available to You shall be paid by You.

24. Evidence of Authorization. You shall obtain all consents and authorizations required under the Rules and shall retain such consents and authorizations for six (6) years after they expire.

25. Cooperation in Loss Recovery Efforts. In the event of any damages for which You may be liable to Bank or to a third party pursuant to the services provided under this Agreement, You will undertake reasonable efforts to cooperate with Bank, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that Bank may be obligated to defend or elects to pursue against a third party.

26. ACH Rule Compliance Review. You agree to review Your compliance with the Rules on a periodic basis. The Bank has a right to request the details of such review.

27. Amendment. The Bank may amend the terms of this Agreement from time to time upon prior Notice to You.

28. Termination. You may terminate this Agreement at any time by providing Notice to the Bank. Such termination shall be effective on the tenth (10) Business Day following the day of Bank's receipt of Notice of such termination or such later date as is specified in that Notice. Bank reserves the right to terminate this Agreement immediately upon providing Notice of such termination You. Any termination of this Agreement shall not affect any of Bank's rights or Your obligations with respect to Entries initiated by You prior to such termination, or the payment obligations of You with respect to services performed by Bank prior to termination, or any other obligations that survive termination of this Agreement. Any provisions of this Agreement which are intended by their terms to survive the termination of this Agreement, including, without limitation, the provisions of Sections 1, 2, 3, 7, 8, 18, 19, 20, 22, 23, 24, 25, 32, 35, 38, 39, and 41 shall survive the termination of this Agreement.

29. Entire Agreement. This Agreement, together with the Account Agreement, is the complete and exclusive statement of the agreement between Bank and You with respect to the subject matter hereof and supersedes any prior agreement(s) between Bank and You with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the Account Agreement or any other agreement, the terms of this Agreement shall govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or government policy to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank shall incur no liability to You as a result of such violation or amendment. No course of dealing between Bank and You will constitute a modification of this Agreement, or the Rules or constitute an agreement between the Bank and You regardless of whatever practices and procedures Bank and You may use.

30. Assignment. Bank may assign this Agreement to any affiliate of the Bank or to any other party without Your consent. Bank may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties without Your consent.

31. Non-Assignment. You may not assign this Agreement or any of the rights or duties hereunder to any person without the Bank's prior written consent.

32. Disclosure of Information. The circumstances under which the Bank will disclose information about You or Your accounts, has been separately disclosed to You in Bank's Privacy Policy and in other disclosures which have been provided directly to You. Bank's Privacy Policy may change from time to time and is available on-line and at its banking locations.

33. Notices. It shall be Your sole responsibility to maintain its current address, e-mail address, fax number and telephone number with the Bank for purposes of receiving Notice under this Agreement and any changes to Your address, e-mail address, fax number or telephone number for purposes of this Agreement shall not be effective unless You deliver proper Notice to Bank as required by this Agreement. Bank shall not be liable in any respect if You fail to inform Bank of your current address, e-mail address, fax number or telephone number in accordance with this section.

34. Waiver. The failure in any one or more instances of Bank to insist upon performance of any of the terms, covenants or conditions of this Agreement conferred, or the waiver by Bank of any breach of any of the terms, covenants or conditions of this Agreement shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

35. Binding Agreement; Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. This Agreement is not for the benefit of any other person, and no other person shall have any right against Bank or You hereunder.

36. Headings. Headings are used for reference purposes only and shall not be deemed a part of this Agreement.

37. Severability. In the event that any provision of this Agreement shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by applicable law.

38. Choice of Law and Venue. Except where federal law applies, the parties agree that this Agreement shall be governed by and construed in accordance with Minnesota law. In any dispute that may arise out of or in connection with this Agreement or in connection with its subject matter shall be adjudicated in the courts located in the state of Minnesota. You consent and agree to personal jurisdiction of the courts in the State of Minnesota, waive any argument that such a venue is inconvenient, and agree that you shall litigate any and all disputes arising in connection with this Agreement in either the District Court of Dakota County or the United States District Court for the District of Minnesota.

39. Waiver of Jury Trial. YOU KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, WAIVE ANY RIGHT TO TRIAL BY JURY in any dispute, whether sounding in contract, tort, or otherwise, arising out of, or related to in any way the Agreement, the transactions contemplated by this Agreement, or any other instrument, document or agreement executed or delivered in connection herewith. Bank may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

40. Counterparts. By agreeing to these terms and conditions, You agree to be bound by this agreement in all respects.

41. Miscellaneous. The Bank shall be entitled to rely on any written notice believed by it in good faith to be signed by one of the Authorized Representatives whose names and signatures are listed on the account signature card.

Liability
The Bank is not responsible for overdrafts occurring due to an account being closed or assets being frozen.
If you believe an unauthorized transaction has been made on Your account, please call us at 745 Market Street or by writing to us at 745 Market Street, Mendota Heights, Minnesota 55118 immediately to report the transaction. You are solely responsible for controlling the safekeeping of and access to your Personal Identification Number (PIN). If you want to terminate another person's authority to use the Bill Pay service, you must notify Bank and arrange to change your PIN. You will be responsible for any bill payment request you make that contains an error or is a duplicate of another bill payment. Bank is not responsible for a bill payment that is not made if you did not properly follow the instructions for making a bill payment. Bank is not liable for any failure to make a bill payment if you fail to promptly notify Bank after you learn that you have not received credit from a "Payee" for a bill payment.

Bank is not responsible for your acts or omissions or those of any other person, including, without limitation, any transmission or communications facility, and no such party shall be deemed to be the Bank's agent.

No Warranty

THE BANK'S BILL PAY SERVICE IS PROVIDED TO YOU AS "AS IS" WITHOUT ANY WARRANT OF ANY KIND, EITHER EXPRESS OR IMPLIED, INLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PUPOSE.

Indemnification
You agree to indemnify, hold harmless and defend the Bank, its affiliates, service providers, officers, directors, employees and agents from and against third-party claims, liability, damages and/or costs (including reasonable attorneys’ fees) arising from or in connection with Your use of the Bill Pay service, or the Bank’s reliance on the information, instructions and authorizations provided by You to the Bank or in accordance with Your agreements with the Bank, or Your infringement, or infringement by any other user of your accounts of any intellectual property or other rights of any person or entity.

Amendment
The Bank has the right to change this agreement at any time by notice mailed to you at the last address shown for the account on the Bank’s records, by posting notice online or in branches of the Bank or as otherwise permitted by law.

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