Terms & Conditions

ONLINE BUSINESS BILL PAY AGREEMENT

1. DEFINITIONS
"Biller" or "Billers" means a person or entity to which you wish to direct a bill payment.
"Business Day" means every Monday through Friday other than Federal Reserve holidays.
"F&M" means Farmers & Merchants State Bank of Pierz, Pierz, MN.
"Online Banking Agreement" means the online banking agreement entered into by you and F&M.
"Payment Account" means the account you designated in the Service (as defined below) setup as the bill pay funding account described in Section 6 below.
"Payment Instructions" means the instruction given by you to F&M through use of the Service for the purpose of initiating a bill payment transaction to a Biller.
"Scheduled Payment Date" means the date you specify in a Payment Instruction for F&M to initiate a payment to a Biller. If a Scheduled Payment Date contained in a Payment Instruction falls on a non-Business Day, the Scheduled Payment Date will be the next Business Day after the original Scheduled Payment Date.
"Service" means the online bill payment service offered by F&M to qualifying deposit account holders for purposes of authorizing payments to designated payees.
"Unauthorized Transactions" means any bill payment transaction or transfer that is initiated from the Payment Account through use of Service or otherwise that has not been authorized by you, provided, however, that any bill payment transaction or transfer which has been authorized by means of valid User Credentials by a person to whom you delivered your User Credentials shall be deemed an authorized transaction irrespective of whether such use was actually authorized by you or exceeded the authority of the person initiating the Payment Instruction.
"User Credentials" means the user name, user identification number, password or other means required to access the Service, whether established by F&M or you.
"You" means the accountholder(s) of the designated Payment Account who have entered into this Agreement with F&M.
2. PASSWORD AND SECURITY. To use the Service you must use the User Credentials established pursuant to your Online Banking Agreement. You agree that you will protect the confidentiality and security of your User Credentials and will not provide or otherwise make available any portion of your User Credentials to any person who is not authorized to use the Site on your behalf. You are responsible for all payments you authorize using the Service. If you permit other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize. If you believe your User Credentials have been lost or stolen or that someone may have attempted to access your account at F&M without your consent or has transferred money from your account without your permission, you must promptly notify F&M by calling F&M at 320-468-6422.
None of F&M's employees or employees of F&M's affiliates will contact you via phone or e-mail requesting your access codes. If you are contacted by anyone requesting this information, please contact F&M immediately at 320-468-6422.
3. AUTHORIZED USERS. The authenticity of Payment Instructions received by F&M will be verified using Your User Credentials as provided in Schedule A Security Procedures below. You agree that You are responsible for all Payment Instructions that F&M receives through use of the User Credentials, irrespective of whether You actually authorized the Payment Instruction. You agree that F&M's records shall be conclusive regarding any access to or action taken through the Service. You agree to comply with F&M's current and future security policies and procedures.
If You are a corporation, partnership, limited liability company, association or other form of business entity, we will issue one set of access credentials to Your representative. It is Your responsibility to ensure that User Credentials are provided only to persons You authorize. You represent to F&M that each of Your representatives and anyone else using Your User Credentials have general authority from You to give F&M instructions to perform transactions using the Service.
Each person using Your User Credentials will have the ability to:
* Make payments from all Payment Accounts, regardless of the dollar amount of the transaction.
* Make payments regardless of whether he or she is otherwise an authorized signer on any Payment Accounts that are accessed.
* Obtain information that we make available about Payment Accounts.
* Obtain other services or perform other transactions that we authorize or allow.
* Allow anyone else to use those User Credentials to make payments or obtain information or other services.
4. YOUR LIABILITY FOR UNAUTHORIZED TRANSACTIONS. You assume full responsibility and agree that You will be solely liable for transfers or payments initiated from Your Payment Accounts through use of the Service when accessed by valid User Credentials, without regard to whether such use was actually authorized by You or exceeded the authority of the person initiating the Payment Instruction. You agree to promptly review all applicable account statements and payment confirmations which F&M may make available to You.
The Service is designed so that it may be operated only upon entry of valid User Credentials. Since we condition access upon entry of valid User Credentials, we will accept instructions for payments or other transactions from any person using valid User Credentials. This is so even if the person obtaining access:
* Is not Your representative.
* Exceeds Your authority or that granted by any of Your representatives.
* Does not have Your authority.
* Has had his/her authority changed or revoked by You.
* Is an imposter or thief.
You agree to be bound by all transactions from any Payment Accounts for which valid User Credentials were used. You authorize F&M to treat any instructions it receives using valid User Credentials as if the instructions had been made in writing and signed by You or Your duly authorized representative. Unless there is conclusive evidence to the contrary, F&M's records will be conclusive regarding any access to, or action taken through, the Service. Notwithstanding the foregoing, F&M agrees that You will not be responsible for transactions which occur after You have notified F&M to block the User Credentials that were used to perform the transaction, and we have had a reasonable opportunity to act upon your request.
5. IN CASE OF ERRORS OR QUESTIONS. You should promptly notify F&M by telephone F&M at 320-468-6422 during F&M's normal business hours, or write to F&M at 80 Main St Pierz MN 56364 as soon as You can, if You think Your statement is wrong or if You need more information about a payment covered by this Addendum or the Agreement which is listed on the statement.
6. BILL PAY FUNDING ACCOUNT. A bill pay funding account is a qualifying checking account or money market account (subject to applicable limitations on electronic transfers from such account) with F&M from which you may make payments using the Service. You must be a named owner of the account in F&M's records for it to qualify. Any account requiring more than one signature for withdrawal does not qualify. All of the qualifying accounts in your profile with F&M will be available as bill pay funding accounts. If there is more than one qualifying account, we will ask you to designate the default account that will automatically be used absent your choice of a different account.
7. PAYMENT AUTHORIZATON AND PAYMENT REMITTANCE: If a Payment Instruction is delivered to F&M through use of the Service, You agree that F&M is authorized to initiate a payment and debit Your Payment Account for the amount specified in any Payment Instruction authorized by any person that has accessed the Service by means of valid User Credentials, without regard to whether such Payment Instruction was actually authorized by You. You authorize F&M to make payment to the specified Biller in accordance with a Payment Instruction. When F&M receives a Payment Instruction, You authorize F&M to debit Your Payment Account for the amount of the payment specified in the Payment Instruction. You also authorize F&M to credit Your Payment Account for any payments returned to F&M.
F&M shall not be required to complete a Payment Instruction and shall not be liable to You or any other person or entity for any failure to complete a Payment Instruction in the following circumstances:
* The Payment Account does not contain sufficient funds to complete the transaction specified in the applicable Payment Instruction, Your Payment Account does not contain sufficient funds to pre-fund any Payment Instructions to the extent required by F&M, or the aggregate amount of all outstanding Payment Instructions would exceed the aggregate of the available balance of the Payment Account together with the unadvanced credit limit of any applicable overdraft protection.
* Any third person or entity fails to complete or process the transaction for any reason.
* You have not provided correct account information to F&M in Your Payment Instruction which is required in order to process the transaction, including, without limitation, the correct name, address, phone number, or account information for the Biller.
* Any circumstances occur that are beyond the control of F&M, including, without limitation, fire, flood, civil unrest or interference from the outside forces.
* Any transfer or payment is restricted or prohibited pursuant to the terms of the deposit account agreement applicable to Your Payment Account or applicable law.
* If Your computer or telecommunications equipment or software are not working properly.
* If Your Payment Instruction is not received in time to complete the payment in a timely manner.
Provided none of the foregoing exceptions are applicable, and subject to the limitations of Section 15 of this Agreement, if F&M causes an incorrect amount of funds to be removed from your Payment Account or causes funds from your Payment Account to be directed to a Biller which does not comply with your Payment Instructions, F&M shall be responsible for returning the improperly transferred funds to your Payment Account, and for directing to the proper Biller any previously misdirected transactions, and, if applicable, for any late payment related charges.
You will have to give F&M any account numbers or other identifying information that we or a payee need so that your payments can be properly credited. If any account number or identifying information changes, or if you want to add or delete payees or other accounts with F&M, you must provide F&M with such changes.
8. HOW PAYMENTS ARE MADE. You agree that F&M may, in its sole discretion, select the payment method or medium that it deems appropriate for use in making a payment pursuant to a Payment Instruction. In any event, you agree that if a Biller does not accept electronic payments, F&M is authorized to make payment of a Payment Instruction by issuance and delivery of a paper check to the Biller. You understand and agree that F&M may not make transfers or payments immediately upon receipt of a Payment Instruction and that any payments or transfers are not final at the time F&M receives a Payment Instruction. To the extent that a payment or transfer is made by means of an automated clearinghouse, you agree to be bound by the rules of the National Automated Clearinghouse Association. You agree that no Payment Instruction will violate applicable laws and regulations and that you will not use the Service for purposes prohibited by law or to engage in criminal activity.
9. WHEN PAYMENTS ARE MADE. You acknowledge that some payees do not currently accept electronic payments and that additional time will be needed for F&M to print and mail a check to the payee. We recommend that you pay special attention to the due date for payments in order to allow adequate time for your payment to be delivered to the Biller. You hereby authorize F&M to debit your Payment Account on, or within three (3) business days after, the Scheduled Payment Date for the amount you specify in your Payment Instruction. If the Scheduled Payment Date falls on a non-Business Day, you agree that the payment will be initiated on the next Business Day following the Scheduled Payment Date and the Payment Account will be debited on or within three (3) business days after the next Business Day following the Scheduled Payment Date. You also authorize F&M to debit your Payment Account for the amount of all service fees and charges that you owe to F&M for use of the Service. If a bill payment involves an automated clearinghouse ("ACH") transaction, you agree that F&M may require that the ACH transaction be pre-funded as provided in the applicable ACH Origination Agreement between F&M and You.
Payments are not final at the time we receive your instructions, but we will begin to process them promptly. We may send payments electronically, by mail, or by some other means, and we may indicate within the Service if we will send the payment electronically, by mail, or by some other means. Also, we may change the method by which we will send a payment to a payee (i.e., we may initially send a payment by mail and subsequently send a payment to the same payee electronically and vice versa). Unless required by law, we will not provide you notice of such change.
If we send the payment by mail or some other means, you should allow at least 5 business days for payees to receive your payments. This means that you should make the payment, or schedule it to be made, at least 5 business days before the date the payment is actually due, not the late date and/or grace period date. If we send the payment electronically, you should allow at least 2 business days for payees to receive your payments. This means that you should make the payment, or schedule it to be made, at least 2 business days before the date the payment is actually due, not the late date and/or grace period date. Please remember payees may not immediately record a payment when that payee receives a payment from F&M.
If we complete a payment that you make or authorize and we subsequently learn that you have insufficient funds for the transaction in the account from which the payment is made, you agree that we may reverse the transaction or offset the shortage with funds from any other account you have with F&M. In any case, you are fully obligated to F&M to provide sufficient funds for any payments you make or authorize.
10. LIABILITY OF F&M, LIMITATION OF LIABILITY, INDEMNIFICATION. F&M will only be responsible for acting on Payment Instructions that F&M actually receives. F&M cannot assume responsibility for any malfunctions or capacity reductions or other problems in Your equipment or in public communications networks not under F&M's control that may affect the accuracy or timeliness of transactions You request.
You agree that F&M shall not be liable for any losses, damages or costs incurred by You related to or arising from the use of the Service, including, without limitation, all unauthorized transfers and payments. You further agree that F&M shall not be liable to You or any person as a result of F&M's failure or inability to complete a transaction, including, without limitation, the non-availability of sufficient funds in the Payment Account. F&M's only liability is to correct errors within F&M's control. F&M is not responsible or liable to You or any other person for (i) any loss, damage or injury caused to You or any other person by the Service, or (ii) for any consequential, incidental, special, indirect or punitive loss or damage, including but not limited to dishonor of checks or other items or expenses which You or any other person may incur or suffer by reason of this Agreement or the Services we provide, whether or not the possibility or likelihood of such loss, damage, or expense is known to F&M.
F&M MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES PROVIDED TO YOU UNDER THIS ADDENDUM OR THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
You agree to indemnify F&M from and against all liability, damages and costs to You or third persons arising from or related to any transactions initiated by use of the Service, whether authorized or unauthorized.
11. PERMITTED TRANSACTIONS. You, or someone you have authorized by giving them your access codes (even if that person exceeds your authority), can instruct F&M to perform the following transactions:
* Make individual payments from a Payment Account to payees you have designated in accordance with this agreement.
* Authorize recurring payments from a Payment Account to payees you have designated in accordance with this agreement
* Obtain information that we make available about qualifying accounts.
However, payments to individuals or entities outside the United States of America are not permitted, but payments to individuals or entities in Puerto Rico or the Virgin Islands are permitted. Also, payments to individuals or business entities in a foreign currency are not permitted. Finally, we have the right to refuse to allow you to designate any other particular payee or class of payees.
For security reasons, we may implement limits on the number or amount of transactions you can make using the Service. We also reserve the right to limit or suspend access to the Service as we deem necessary for security reasons. We may also limit access from countries other than the United States of America.
Your ability to make payments from your Payment Account will also be governed by the terms and conditions applicable to Payment Account and contained in any applicable account agreement. This may include limitations on the number and amounts of transfers permitted from the Payment Account. You agree that such limitations will continue to be applicable irrespective of anything to the contrary in this Agreement.
12. RECURRING TRANSACTIONS. You authorize F&M to establish preauthorized recurring payments in accordance with the requests you make for F&M to do so. We will only allow preauthorized recurring payments that do not vary in amount.
13. COMMUNICATIONS. You are responsible for acquiring, installing, maintaining and operating all hardware, software and internet service needed to connect to and use the Service.
14. SECURITY PROCEDURES. By entering into this agreement and using the Service to perform transactions from Payment Accounts, You agree to comply with all of F&M's present and future security procedures with respect to transactions and services covered by this agreement. This includes, but is not limited to, protection of User Credentials and other personal and business information. F&M's security procedures (the "Security Procedures") are contained in Schedule A to this Addendum and in other written agreements or procedures we may provide to You from time to time, including without limitation any applicable ACH Origination Agreement between You and F&M.
You acknowledge receiving a copy in writing of the Security Procedures under this Addendum and other agreements or documents we may provide to You. You agree that the Security Procedures are commercially reasonable in the context of Your business operations as you have expressed to F&M and are appropriate for the type, size and frequency of Payment Instructions You normally issue. F&M may at any time change the Security Procedures as it deems appropriate. We may advise You of such changes to the extent they affect Your use of transactions and services under this agreement, but failure to do so will not affect Your obligations or F&M's rights. You agree to give all of F&M's security procedures the highest level of confidentiality and to ensure that no User Credentials are used by or accessible to anyone other than persons You have authorized.
Notwithstanding any Security Procedure which may from time to time be in effect for detecting errors in transactions covered by this agreement, F&M has no duty to discover or report to You any such errors. Neither shall F&M be liable to You for the failure of such Security Procedures to detect such errors, regardless of the manner in which we apply such Security Procedures.
15. BILLER LIMITATION. F&M reserves the right, in its sole discretion, to refuse to pay any Biller to whom You have directed payment. Except to the extent that notice is not required in this Agreement or is prohibited by applicable law, F&M will notify You if it refuses to pay a Biller as provided in this section. If Your Payment Instruction relates to a payment, F&M prohibited by this Agreement or applicable law, is not required to provide notice to You pursuant to this Section 13.
16. AVAILABILITY OF SERVICE. The Service is generally available 24 hours a day, 7 days a week, provided, however, that the Service may be unavailable from time to time for servicing, updating or maintenance. Further, we only process transactions and update information on business days.
17. STOPPING PAYMENTS. F&M's ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. F&M may also not have a reasonable opportunity to act on any stop payment request after a payment has been processed. If you desire to stop any payment that has already been processed, you must contact Farmers & Merchants State Bank by telephone at 320-468-6422. Although F&M will make every effort to accommodate your request, F&M will have no liability for failing to do so.
Once F&M has received a Payment Instruction and started processing the Payment Instruction you will not be permitted to cancel or edit the Payment Instruction. However, in the event that the payment method for a Payment Instruction is a paper check, and it has not been cashed, you may request a stop payment service request through customer service. In the event that F&M does stop payment of a Payment Instruction at your request, you agree to indemnify F&M for all costs, fees, expenses and liability F&M incurs as a result of stopping the applicable payment. If you want to stop or change payments you have instructed F&M to make, you must notify F&M before we have started processing the transaction.
If you have scheduled regularly recurring payments to a Biller through the Service, you should call F&M at 320-468-6422 or write to F&M at P.O. Box 308 Pierz, MN 56364, in time to receive your request at least three (3) business days before the payment is scheduled to be made. You may be charged a fee for a stop payment request as stated in the account agreement for the Payment Account or the applicable Truth-in-Savings disclosure.
If you call to request that a payment be stopped, F&M may also require you to present your request in writing within fourteen (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable fee schedule.
18. STATEMENTS. Your bill pay payments will be indicated on the monthly statements we provide or make accessible to you for the accounts with F&M that are involved in the transaction. We may also provide or make accessible to you statement information electronically or by some other means. You agree to notify F&M promptly if you change your address or if you believe there are any errors or unauthorized transactions on any statement or in any statement information.
19. INCOMPLETE OR FAILED TRANSACTIONS. You agree to notify F&M promptly if you receive notice from a payee or other institution that a payment you made through the Service has not been completed or remains unpaid. In using the Service, you understand that Billers and/or the United States Postal Service may return payments to F&M for various reasons such as, but not limited to, Biller's forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. F&M will use its best efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Payment Account. You may receive notification from F&M.
20. DISCLOSURE OF INFO TO THIRD PARTIES. See F&M's separate Privacy Policy for information about how we use customer information and your choices.
21. FEES AND CHARGES. You agree that F&M is authorized to, without any further direction or authorization from you, deduct all applicable and charges fees related to the Service from your designated Payment Account. Any other fees and charges associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and/or Internet service fees that may be assessed by your telephone and/or Internet service provider.
22. CHANGING TERMS AND TERMINATING THIS AGREEMENT. No alteration or amendment to this agreement or any related document is effective without F&M's express written consent. This Agreement shall stay in effect until terminated by you or F&M. You may terminate this agreement at any time by notifying F&M in writing F&M at the address shown in Section 5 above. However any instructions from you to make payments will continue in effect until we have had a reasonable opportunity to act upon it. Once we have acted upon your notice, no further or pending payments will be made, including but not limited to any payments scheduled in advance or any preauthorized recurring payments. Notwithstanding anything to the contrary in this Agreement, F&M may terminate or suspend the Service or your use of the Service at any time without prior notice.
23. EXCLUSIONS OF WARRANTIES. THE SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
24. NO WAIVER. F&M shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by F&M. No delay or omission on the part of F&M in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
25. NOTICES. Except as otherwise provided in this agreement, all notices required to be sent to you will be effective when we mail or deliver them to the last known address that we have for you in F&M's records or when we make such notices available to you through electronic means. All notices and communications sent by you to F&M will be effective when we have received them and have had a reasonable time to act on them. You agree to notify F&M promptly of any change in your mailing address, e-mail address or telephone number.
26. ASSIGNMENT. You may not assign this Agreement to any other party. F&M may assign this Agreement to any directly or indirectly affiliated company or successor. F&M may also assign or delegate certain of its rights and responsibilities under this Agreement to a company affiliated with F&M, independent contractors or other third parties.
27. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect.
28. INFORMATION AUTHORIZATION. You authorize F&M to make inquiries to verify your identity. You specifically authorize F&M to obtain a consumer report from a consumer reporting agency.
29. ACKNOWLEDGEMENT. By accepting/acknowledging this agreement You agree to abide by all the Terms and Conditions outlined.

SCHEDULE A SECURITY PROCEDURES

The following sets forth the security procedure ( "Security Procedure") with which You agree to comply when transmitting or delivering Payment Instructions to F&M:

1. You will use the Service to deliver Payment Instructions to F&M. You will be issued User Credentials to access the Service.

You agree that You have advised F&M regarding your security risks and needs and that the Security Procedure set forth above is commercially reasonable.

If You use any method other than the Security Procedure to communicate, deliver, or transmit a Payment Instruction to F&M, by doing so You (a) reject the Security Procedure set forth above & choose an alternative security procedure, (b) agree that such alternative security procedure may not be found to be commercially reasonable, and (c) agree to be bound by any Payment Instruction, whether or not authorized by You, that was initiated by means of the Service and valid User Credentials and accepted by the Financial Institution using the alternative security procedure selected by You.

SCHEDULE B - FEE SCHEDULE

Effective 1/1/2022

Standard Monthly Charge $5.00