Computer Banking Service Agreement and Disclosure
Effective January 2005
KeyBank National Association
A KeyCorp Bank
This KeyBank Computer Banking Service Agreement ("Agreement") is between KeyBank National Association, (called "Bank") and its customers who subscribe to the Services. Such customers are referred to in this Agreement as "you" regardless of number or gender. To access the Service, you must have personal financial management software (e.g., Quicken®, or QuickBooks®) from a participating software company installed on your personal computer. The following categories are covered in this agreement:
- Computer Requirements
- Key Computer Banking Accounts
- Billing Account
- Limitation on Promotional Offers
- Description of Key Computer Banking Functions
- Bank On-line
- Pay On-line
- Your Right to Receive Documentation of Transactions
- Hours of Operation
- System Unavailability
- Key Computer Banking Charges
- Disclosure of Account Information
- Payment Priorities
- Reporting Unauthorized Transactions
- Error Resolution Notice - In Case of Error or Questions About Your Electronic Transfers
- Customer's Responsibility
- Amendment of this Agreement; Assignment
- Governing Law and Jurisdiction
- Severability; Headings
This Agreement supplements and modifies any deposit account agreements and disclosures you have with the Bank, including, but not limited to, your signature cards, accompanying schedules, the Disclosure Statement and Terms and Conditions for Electronic Fund Transfer Transactions and any changes of terms or conditions (together, the "Deposit Agreements"). If there is any conflict between any terms of any Deposit Agreements and this Agreement, this Agreement shall control. If you ever use the Service, or permit another to use the Service on your behalf, you agree to the terms and conditions stated in this Agreement and in the Deposit Agreements. The terms and conditions in this Agreement are in addition to the terms and conditions of any credit agreements you have with the Bank, including any disclosures made pursuant to such agreements (together called the "Credit Agreements").
The Service requires use of certain software, a computer, and Internet access. (In this Agreement, the computer and Internet access you need to use this software are collectively referred to as your "Computer"). You are solely responsible for the selection, installation, maintenance, and operation of your Computer.
KeyBank Computer Banking Accounts
To subscribe to the Service, you must have at least one checking account with the Bank and select a Key Computer Banking function for that account. You may also connect additional Bank accounts at the Bank of the following types to the Service:
- Checking accounts
- Non-passbook savings accounts
- Money market deposit accounts
Such accounts you connect for access under the Service will be referred to as "Activated Accounts".
To enroll in the Service, you must follow the online banking set up instructions on your software, complete the enrollment over the telephone or you can enroll online through Key's Web site, Key.com®. Alternatively, the Bank may establish other security procedures for enrollment in and/or access to the Services, or any portions of the Services, and for authorization of any transactions in your Activated Accounts. Also, you must have a valid social security number or federal tax identification number listed on each Activated Account.
All applicable charges for the Service will be deducted from the checking account you specified during the enrollment process ("Billing Account"). The Bank reserves the right to deduct charges for the Services from any of your Bank accounts if the Billing Account is overdrawn or has insufficient funds.
Limitation on Promotional Offers
The Bank may, from time to time and at its sole discretion, make the Services available to qualifying customers at attractive rates ("Promotional Offers"). Such Promotional Offers are subject to all limitations and eligibility requirements disclosed.
Description of KeyBank Computer Banking Functions
Services include one or more of the following functions:
- Bank On-LineSM
- Pay On-LineSM
- New features and functions may be added to the Services, subject to the terms and conditions of this Agreement as amended from time to time.
Bank On-Line allows you to:
A. obtain account balances and transaction information for your Activated Accounts;
B. transfer money between Activated Deposit Accounts; and
C. send electronic mail ("E-Mail") to the Bank. These features of the Service are limited to the extent, and subject to the terms, noted below:
- Your ability to transfer funds between certain accounts is limited by federal law, as stated in the Deposit Agreements.
- The Bank may not immediately receive E-Mail that you send. Therefore, you should not rely on E-Mail if you need to communicate with the Bank immediately — for example, if you need to stop payment on a check, report a lost or stolen card or report an unauthorized transaction from one of your accounts. The Bank will not take action based on your E-Mail requests until it actually receives your message and has a reasonable opportunity to act.
- Each time you download transactional information, you will receive previously unseen information for up to the last 30 calendar days. This means that you must download transactional information at least once every 30 days if you wish to have all of your account information on your Computer.
- The Bank reserves the right to limit the frequency and dollar amount of transactions from your Activated Accounts for security reasons.
- Your Bank On-Line funds transfer requests between your Activated Accounts will take place on the same Business Day if your transfer is completed before the Cutoff Time (see "Hours of Operation").
- Overdraft protection (credit extended to cover overdrafts due to NSF) for any Activated Account will only be available if the Bank has approved an overdraft credit facility for such Activated Account.
The statement information, transaction information and available balance you download through Bank On-Line are current as of the close of the previous Business Day. Your actual available balance may be higher or lower due to uncollected funds, holds or transactions posted or memo posted since the close of the previous Business Day. This statement is for information purposes only and is not equivalent at all times to the statement information on the Bank's records. The Bank's statement records shall control if there is any conflict with information reflected on your PC statement or software program.
Pay On-Line allows you to: (a) make payments from designated Bank checking account(s) which are also Activated Accounts (each a "Payment Account"); (b) schedule and authorize automatic recurring payments; (c) schedule non-recurring payments up to 60 days in advance; (d) issue stop payment requests for previously scheduled payments that have not been issued; and (e) all of the features of Bank On-Line.
Each time you make a Pay On-Line payment, you must designate the Payment Account you wish the payment made against. No account that requires two or more signatures to make withdrawals may be designated as a Payment Account. Your Pay On-Line payments will be made either by transferring funds electronically from a Payment Account to the payee or by preparing a check from a Payment Account payable to the payee and sending the check to the payee. A "payee" is a person or business you are paying. Your Payment Account will be debited on the date when the Bank initiates an electronic payment or when a check is presented to the Bank for payment.
When using Pay On-Line, you must enter and transmit your payment instructions at least four Business Days before the "Due Date" specified by the payee's bill or invoice. It is your responsibility to authorize your payments in such a manner that payments are paid on time. Neither the Bank nor its vendor shall be responsible for late payments if you do not schedule it at least four Business Days before the Due Date and properly transmit your request.
To ensure timely payments, the Bank recommends that you send these payments well in advance. Payees may require extra time to post payment to your account because the payee or its depository bank or data processor, does not receive a payment coupon or invoice with the payment. Some payees disclose the extra processing time they require to post payments that do not include a payment coupon or invoice on the billing statement or coupon.
Tax payments and court ordered payments may be scheduled through the Service, however such payments are discouraged and are scheduled at your own risk. The Bank shall not be liable for any claims or damages resulting from payments scheduled and/or processed by the Service.
Using Pay On-Line, you can only pay payees with United States addresses and in United States Dollars. Recurring payments must be the same amount each time. Any scheduled or recurring payment request you designate that falls on a weekend or holiday will be made on the following Business Day. Be careful when scheduling recurring payments to allow at least four Business Days for processing in all instances.
When you have entered and transmitted a payment instruction, you authorize the Bank to charge the Payment Account accordingly. If there are insufficient funds in the Payment Account to make a payment you have authorized, the Bank may either refuse to pay the item or it may make the payment and thereby overdraw the Payment Account. In either event, you are responsible for any non-sufficient funds ("NSF") or overdraft charges the Bank may impose, as stated in the Deposit Agreements. The Bank reserves the right to refuse to honor payment requests the Bank believes (rightly or wrongly) are fraudulent or in error.
Canceling Pay On-Line Payments
After a payment request is transmitted from within the software, you may cancel a payment (if, for example, a payment date or a payment amount is incorrect) if the canceled request has not already begun being processed. If your cancellation request is submitted after the payments has begun being processed, it cannot be cancelled or edited, therefore, a stop payment must be submitted. A canceled payment is not a "Stop Payment" as defined in the Deposit Agreement(s).
Stopping Payments on Regular and Recurring Payments
If you wish to stop payment on a regular or recurring Pay On-Line payment you previously authorized and it is too late to void the payment as described in "Canceling Pay On-Line Payments" section above, you should follow the instructions in your applicable Deposit Agreement(s). The Bank must receive your request within a reasonable period of time (refer to Deposit Agreement(s)) before the next regular or recurring payment is scheduled to be made. The ability to process a stop payment request will depend on the payment method and whether or not a check has cleared. We are not liable for failing to stop payment if you have not given us sufficient information or if your stop payment request comes too late for us to act on it. To request a stop payment, contact the Bank at the telephone number or address provided in Reporting Unauthorized Transactions section.
Personal Identification Number ("PIN")
During your first use of the Service, you are required to use the initial PIN established for you, and then select a PIN for the Services. You will need this PIN to gain access to the Service. You agree to keep this PIN confidential to prevent unauthorized access to your Activated Accounts and to prevent unauthorized use of the Service and unauthorized transactions in your Activated Accounts. To help safeguard your security, you should change your PIN frequently. If you forget your PIN, you must contact the Bank to have a new temporary code issued to you. It may take several days before you receive this temporary code.
Your Right to Receive Documentation of Transactions
When you use the Services to make transactions in your Activated Accounts, these transactions will appear on the regular account statements you will receive from the Bank for your Activated Accounts. The Bank will not send you a separate statement for the Services under this Agreement.
Hours of Operation
The Bank's Business Days are Monday through Friday, except on Bank Holidays. The Services are available to you 24 hours a day, 365 days a year, except at times of "Systems Unavailability" (see below). Your Activated Account information is updated at "Update Time". The Update Time is 9:00 a.m. Eastern Time, Tuesday through Saturday, except on Bank Holidays.
All transaction requests that you complete and transmit are sent for processing at the "Cutoff Time," defined as 6:00 p.m. Eastern Time, Monday through Friday, except on Bank Holidays. Transaction requests on Saturday and Sunday are considered Monday Transactions, except if Monday is a Bank Holiday. If you attempt to send transaction requests near the Cutoff Time, and your transaction is not completed before the Cutoff Time, your transaction requests will be sent at the Cutoff Time on the following Business Day.
The Bank cannot guarantee the exact timing of the Update Time or the Cutoff Time. The Bank shall not be responsible for variability in the time of the Update or Cutoff Time.
The Service may be unavailable at certain times for the following reasons:
- Scheduled Maintenance - There will necessarily be periods when systems require maintenance or upgrades. These will typically occur from 3:00 a.m. to 7:00 a.m. Eastern Time.
- Unscheduled Maintenance - The Service may be unavailable when unforeseen maintenance is necessary.
- System Outages - Major unforeseen events, such as, but not limited to, earthquakes, fires, floods, computer failures, interruptions in telephone service or electrical outages, may render access to the Service unavailable.
The Bank will make all reasonable efforts to ensure the availability of the Service. However, the Bank is in no way liable for the unavailability of the Service or any consequential damages that may result.
KeyBank Computer Banking Charges
There are two fees associated with connecting to the Bank using Personal Financial software.
- Periodic fees will be assessed either monthly, quarterly, or annually. You will be charged the applicable periodic fee whether or not you use the Service, unless you are a member of a designed category of customers who are not charged or have a reduced rate. Upon ceasing to be a member of such a group, the Bank may promptly reinstate the fee for the Service. Annual and quarterly fees will be considered to be a prepayment for Services, and are not refundable.
- Session fees are assessed monthly, and are based upon the number of online connections to the Bank. The periodic fee will include a predetermined number of sessions. A session is defined as a download of account information, an account transfer, or email. Session fees apply to the online activity of the previous calendar month in which they are assessed.
You may change your Service by contacting us via e-mail or by calling 800-539-1539. Different fees may apply for a change in Services.
The fees described in this Agreement are in addition to the fees described in the Credit Agreements and Deposit Agreements. These fees will be effective immediately, but may be waived or reduced temporarily for one or more segments of our customers, from time to time at the Bank's sole discretion.
The Bank will take reasonable steps in connection with the Services to ensure the security and confidentiality of your financial records and transactions under the Services. Such steps may include, without limitation, creating security firewalls in its computer systems to protect against access by any unauthorized person and implementing other commercially reasonable security techniques. At all times, you agree to comply with all security procedures the Bank may impose from time to time in connection with your use of the Services. You agree the security techniques used by the Bank, its affiliates and agents in connection with the Services involving any Exclusion described below are commercially reasonable security procedures and, as a result, you assume all risk of loss for unauthorized transactions where the Bank has followed its then current security procedures.
Disclosure of Account Information
We will not disclose information about your account or the transactions or transfers you make related to your Account under this Agreement except: (a) if the information is provided to help complete a transaction you initiated; (b) when you request or consent to the disclosure; (c) for the exchange of information with reputable credit reporting agencies to maximize the accuracy and security of such information; (d) in performance of bona fide corporate due diligence and/or in connection with a merger, acquisition or divestiture that involves your account; (e) in order to comply with applicable law, government regulation, or legal process (such as a court order or subpoena); or (f) if you have been informed about the possibility of such disclosure.
If the Bank receives requests of any kind for withdrawals, transfers or other debits from any Activated Account, whether or not received via the Service, and there are not enough immediately-available funds in that Activated Account to cover all such requests, the Bank reserves the right to decide the order in which they are paid or to reject or reverse such request, unless otherwise required by law.
Reporting Unauthorized Transactions
If you believe that an unauthorized transaction has been made from your Activated Account:
telephone the Bank immediately at
or write the Bank at
- KeyBank, NY-00-01-0275, 3920 Main St., Amherst, NY 14226
Error Resolution Notice in Case of Error or Questions About Your Electronic Transfers
If you think your statement for your Activated Account is wrong or if you need more information about a transfer listed on the statement, telephone or write the Bank using the address and telephone number provided herein as soon as you can. The Bank must hear from you no later than 60 days after it sent you the FIRST statement in which the problem or error appeared.
- Tell the Bank your name and account number.
- Describe the error or the 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 the Bank the dollar amount of the suspected error.
If you tell the Bank orally, the Bank may require that you send your complaint or question in writing within ten (10) business days. The Bank will tell you the results of the investigation within ten (10) business days after it hears from you and will correct any error promptly. If the Bank needs more time, however, the Bank may take up to forty-five (45) days to investigate your complaint or questions. If the Bank decides to do this, it will re-credit your account within ten (10) business days for the amount you think the error is, so that you will have use of your money during the time it takes the Bank to complete its investigation. If the Bank asks you to put your complaint in writing and the Bank does not receive it within ten (10) business days, the Bank may not re-credit your account. The Bank will tell you the results within three (3) business days after completing its investigation. If the Bank decides that there was no error, the Bank will send you a written explanation. You may ask for copies of the documents that the Bank used in its investigation.
Note: If the notice of error involves an electronic funds transaction that occurred within 30 days after the first deposit was made, we will extend the 10 day time period to 20 days. If the notice of error involves a transfer that was not initiated within the United States, the District of Columbia or Puerto Rico, and resulted from a POS transaction, or occurred within 30 days after the first deposit to the account was made, the Bank may extend the 45-day time period to 90 days.
You are responsible for all transfers and payments you authorize using the Service. If you permit other persons to use the Service or your PIN, you are responsible for all transactions they authorize from your Activated Accounts. If you use the Services for any business activity, you must establish your own internal security procedures for employees you authorize to use the Services and to prevent unauthorized use by other employees or persons.
You must notify the Bank immediately if you believe any of your Activated Accounts has been accessed or your PIN has been used without your permission.
In connection with the Services,(i) You can lose no more than $50 if you notify the Bank within two Business Days of discovering any unauthorized use of the Service or your PIN (ii) You can lose as much as $500 if you do not notify the Bank within 2 Business Days of discovering the unauthorized use and the Bank can prove that it could have prevented the unauthorized use had it been notified and (iii) If you do not report unauthorized transactions that appear on any of your periodic statements within 60 days after such statements are mailed to you, you risk unlimited losses on transactions made after the 60-day period if the Bank can prove that it could have prevented the unauthorized use had it been notified within this 60-day period; except these limitations on your liability will not apply to any Activated Account transaction that involves any Exclusion described below.
The Deposit Agreements describe the Bank's responsibility for completing transfers and payments, and exceptions from liability for its failure to do so. These rules apply to your Key Computer Banking transactions. The Bank is not responsible for any errors or failures due to any malfunction of your Computer or the software, or unsuitability of your Computer or software, or any virus or any problems that may be associated with the use of any on-line Service.
Limitations of Liability
The bank has no liability for damages for failure to complete transfers and payments you initiate or attempt to initiate through the Service under any of the following circumstances:
- If you did not properly follow software or our Service instructions on how to make the transfer or payment;
- If you did not give the Bank complete, correct and current instructions
- If you did not authorize a payment early enough for the payment to be scheduled, transmitted, received and credited by the payee's due date
- If the Bank made a timely payment but the payee did not promptly credit your payment after receipt; or
- If the transfer or payment could not be completed due to System Unavailability
The bank has NO LIABILITY FOR CONSEQUENTIAL, REMOTE OR INDIRECT DAMAGES, for any reason whatsoever, including, but not limited to, failure to complete a transfer of payment, or for any other acts or omissions of the Bank, its affiliates, or agents, even if such party has been advised of the possibility thereof.
In addition, the Bank has no liability for any such damages described above for any reason whatsoever with respect to any Exclusion. The term "Exclusion" includes any one or more of the following:
(i) You are a corporation, partnership, limited liability company, or other fictitious entity and not a natural person ("Excluded Person") (ii) If you established the account from which the transfer was intended for other than personal, family or household purposes or is a bona fide trust account ("Excluded Account"), or (iii) The particular transaction ("Excluded Transaction") is not covered by the Federal Electronic Funds Transfer Act, or other applicable state law covering electronic funds transfers from consumer accounts, as amended.
Disclaimer of Warranties
THE BANK SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY ELECTRONIC TERMINAL, COMPUTER OR OTHER EQUIPMENT, HARDWARE, SOFTWARE, THE SERVICES OR SOFTWARE OF ANY SERVICE PROVIDER OR OTHER PARTY OR ANY SERVICES OR PRODUCTS OF THE BANK OR ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE — EVEN IF THE BANK IS ADVISED OF THE POSSIBILITY OF A POTENTIAL CLAIM. THE BANK DOES NOT WARRANT ITS SERVICES OR ANY RELATED PRODUCTS OR SOFTWARE WILL OPERATE ERROR-FREE OR WILL BE UNINTERRUPTED.
Acceptance of Agreement and SignatureYour action on the computer screen accepting this Agreement constitutes your written signature and approval of, and agreement to be bound by, the terms and conditions of this Agreement as amended by the Bank from time to time and at the Bank's sole discretion.
You may cancel this Service(s) at anytime by notifying the Bank at 800- 539-1539. The Bank may require you to confirm your request in writing. The Bank may cancel your access to the Services at any time if you fail to use the Service during a reasonable period determined by us, if you abuse the Service, if you close all of your Activated Accounts or for any other reason the Bank deems reasonable. You will be notified of such an occurrence.
Changes to Agreement
Except as otherwise required by applicable law, we may change, add, remove, or otherwise modify or amend any of the terms and conditions of, or add new terms and conditions to, this Agreement, its related services, and applicable fees and charges, at any time and without notice to you, and such changes will be effective immediately. This Agreement as revised will be posted on our Internet website at Key.com and we may send you written notice at your email or postal address in our files. Your continued use of any Service (covered hereby) after our sending any required notice, or posting such changes to this Agreement on this website, will constitute your acceptance of and agreement to be bound by such changes to this Agreement. You agree that these procedures are acceptable to you to provide you with notice of changes to this Agreement. The revised Agreement will supersede the affected terms and conditions of this Agreement and shall apply to any activity or transaction previously or hereafter taken by you in connection with such Service, except new fees and charges shall apply prospectively only."
Governing Law and Jurisdiction
This Agreement, the Services hereunder, and all arbitration proceedings will be governed by the laws of the United States and the State of Ohio or such other state in which the Bank maintains its main office, without giving effect to any conflict of laws to the contrary. The Bank may relocate its main office at any time without notice to you.
If any terms of this Agreement are changed by applicable law or declared invalid by order of a court, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been placed in this Agreement. The headings in this Agreement are intended only to help organize this Agreement and do not limit or define the Bank's rights or obligations hereunder.
Arbitration; Waiver of Jury Trail
Any controversy or claim arising out of or relating to this Agreement, or any breach hereof, the Services hereunder, or any Activated Account are subject to the terms and conditions concerning Arbitration and Waiver of Jury Trial described in the applicable Deposit Account Agreement and Funds Availability Policy issued by the Bank, as amended. In addition to these arbitration provisions, you and the Bank also agree to waive their right to a jury trial in any court action or proceeding between you and the Bank or involving any matter contemplated by this Agreement. If either party rejects binding arbitration in the manner allowed by said Policy, you agree any litigation or other legal proceeding by you against the Bank or any of its affiliates or agents in connection with this Agreement, any Service, or any Activated Account shall be filed and pursued by you only in a court of competent jurisdiction over the Bank, its affiliate or agent, in the State in which the Bank maintains its main office when such litigation or proceeding starts.