This agreement ("Agreement") is made by and between Cathay
Bank ("us" and "Bank") and the undersigned customer
("you"). It sets forth the terms of the Bank𠏋 online cash management
services ("Services"). By applying for any Service, you agree
to be bound by these terms. Your use of any Service will be additional
evidence of your agreement to these terms. Some or all of the Services
may not be available in all states in which we do business.
- Services. We will notify you
when the Services you request will become available
to you. If you request additional Services in the future,
they will be governed by this Agreement, unless we
advise you otherwise.
- Equipment. You are responsible
for providing and maintaining any equipment that is
necessary for the Services, such as telephones, terminals,
modems and computers. You agree to use equipment that
is compatible with our programs, systems and equipment,
which we may change from time to time. We assume no
responsibility for the defects or incompatibility of
any computers or software that you use in connection
with the Services, even if we have previously approved
their use. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED,
IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES,
OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE THAT
YOU USE IN CONNECTION WITH THE SERVICES.
- Accounts. Your application
may list certain Bank accounts that you wish to access
with the Services. If it includes the accounts of your
parent company, subsidiaries or affiliates, you warrant
that they have authorized you to access their accounts
through the Services in the same manner as your own
accounts. You agree to provide us with their written
authorization, in form and substance acceptable to
us, evidencing that authority, and to notify us immediately
in writing of any change to that authorization.
You will need to designate certain accounts for specific purposes in
connection with some of the Services. If you fail to do so, or if your
designated account closes, we may designate an account or terminate
the Service.
- Your Administrator. You must
appoint an individual (an "Administrator")
with the authority to determine who will be authorized
to use the Services on your behalf ("Delegate
Users"). Your Administrator will be responsible
for: (a) the receipt, proper distribution and maintenance
of all Security Codes and User IDs; (b) maintaining
the ability of the Delegate Users to access the Services;
(c) establishing limits on each Delegate User𠏋 authority
to access information and conduct transactions; (d)
designating another Delegate User to be a successor
Administrator who will, when authorized, possess the
Administrator𠏋 capabilities; (e) adding, removing and
making other changes to the transaction rights of Delegate
Users; and (f) adding or removing eligible accounts
from the Services. You assume sole responsibility for
the actions of your Administrator, the authority he
or she gives others to act on your behalf, and the
actions of the persons designated by the Administrator
to use the Services.
You or your Administrator will need to designate which accounts will
be utilized for Service payments and transfers. If your Administrator
designates an account that requires more than one signature for the
withdrawal or transfer of funds, you agree that we may act upon any
Service instruction that is accompanied by the password designated
by you or your Administrator for that account and the Service in question. Note:
This may mean that we will act upon the instruction of only ONE person
(e.g., to wire funds), even though the signature card for the account
in question requires two or more signatures on checks. As long as an
instruction is accompanied by the designated password, the transaction
will be deemed authorized by you.
The initial Administrator shall be that individual who enrolls the
company in the Services. The initial Administrator must be an authorized
signer or owner on ALL eligible account enrolled in the services. We
may act on the instruction of the Administrator until we receive written
notice to the contrary from the Administrator or another person authorized
by you to give such notice. We shall be given a reasonable time to
act on such written notice.
If we are uncertain regarding the designation or identity of the Administrator,
the ownership or control of an account, or the authority of any Delegate
User, we may, at our sole discretion: (1) freeze accounts and/or refuse
to make some or all of the Services available until we receive written
proof (in form and substance satisfactory to us) of each person𠏋 right
and authority to act; (2) suspend any person𠏋 access to the Services;
(3) request instructions from a court of competent jurisdiction at
your expense regarding the ownership or control of the account; and/or
(4) continue to honor instructions given to us by an individual who
appears as the Administrator or a Delegate User according to our records.
In no event will we be liable for any delay or refusal to follow instructions
that occurs as a result of a dispute or uncertainty over the ownership
or control of any account.
An individual𠏋 designation as a Delegate User shall continue to be
effective until your Administrator removes the individual as a Delegate
User from the "Manage User Access" section of the Services
and we have had sufficient time to process the revocation.
- Access to Account Data. You
can obtain balance, transaction and other account information
through our web site at http://www.cathaybank.com.
To access your designated accounts or use one of these
Services you must have a password and the required
hardware and software.
Since we do not process certain information and transactions until
after the close of our business day, some transactions may not be reflected
in the system until the next banking day. Posted items may be reversed
due to insufficient funds, stop payment orders, legal process, and
other reasons. Certain balances also may not be subject to immediate
withdrawal. We assume no responsibility for any loss arising from incomplete
information or for any temporary interruption in our information system.
At certain times a Service may not be available due to system maintenance
or circumstances beyond our immediate control. If you are unable to
access our system for any reason, you can contact your branch of account
for loan and deposit information.
- Joint and Several Authority to
Combine Funds. If more than one party joins in
one or more Services, the contractual obligations
shall be the independent obligations of each party,
the obligations hereunder being joint and several.
Each of you agrees that there is no expectation of
privacy between the entities that have joined in
the Services.
Each of you represents and warrants to us that any and all transfers
and commingling of funds required or permitted by any Services, and
all other aspects of the performance hereof by the parties, have been
duly authorized by law and by all necessary parties, including, without
limitation, the account holder of each account and that each of you
have obtained and shall maintain in your regular business records,
and make available to us upon demand, adequate documentary evidence
of such authorization from the account holder of each account, executed
by the duly authorized officer(s) of each such account holder in accordance
with that account holder𠏋 corporate by-laws and board resolutions.
Each representation and warranty contained herein shall be continuing
and shall be deemed to be repeated upon your use of the Services and
our effecting each transfer and commingling of funds.
- Compliance with Applicable Laws. You
agree not to conduct any transactions that would violate
the laws of any state or the United States, including
the economic sanctions administered by the U.S. Treasury𠏋
Office of Foreign Assets Control.
- Fees. There is no monthly
fee for accessing the Service. Fees separately disclosed
to you in connection with your account or any transaction
fees incurred in using the Services may apply. You
agree to pay us the fees we establish for each of the
Services. We may send a bill to you for the fees (which
must be paid within 30 days of the invoice or statement
date) or charge them directly to your accounts with
us. If you fail to pay any amount owing to us under
this Agreement, it will bear interest at the rate of
12% per year until paid. We may amend our Service pricing
from time to time. See our Cathay eCashManagement fee
schedule for details. Certain prices are subject to
change without prior notice. Special or additional
Services performed at your request will be subject
to such additional terms and fees as you and we may
agree.
If your accounts with us are analyzed, you may be able to use your
available earnings credit to offset certain Service charges. If your
analyzed accounts contain funds belonging to third parties, you represent
that: (a) you are authorized by the third parties to benefit from the
use of any associated earnings credit, and (b) your use of the earnings
credit will not violate any law, regulation or agreement with such
third parties.
In addition to the Service fees, you agree to pay for all taxes, tariffs
and assessments levied or imposed by any government agency in connection
with the Services, this Agreement, and/or the software or equipment
made available to you (excluding any income tax payable by us). You
also are responsible for the costs of any communication lines and any
data processing charges payable to third parties. Refer to the Cathay
eCashManagement Fee Schedule for additional fee information.
- Information Processing and Reporting. We
offer a number of Services that require us to receive,
process and report information involving your accounts
and transactions. We will not be responsible for determining
the accuracy, timeliness or completeness of any information
that you or others provide to us. We will not have
a duty to interpret the content of any data transmitted
to us, except to the limited extent set forth in this
Agreement. Unless otherwise agreed in writing, we will
not be required (by means of any security procedure
or otherwise) to detect errors in the transmission
or content of any information we receive from you or
third parties.
You acknowledge that it is not possible for the Services to be totally
free from operator, programming or equipment error, and that errors
in processing and compiling data may occasionally occur (e.g., due
to the failure of others to provide accurate information, telecommunication
failures, or a breakdown in an electronic data interchange). As such,
you agree to review and verify all results and to maintain adequate
controls for insuring both the accuracy of data transmissions and the
detection of errors. Unless otherwise required by law, our sole responsibility
for any reporting errors caused by us will be to reprocess the information
for the period in question and to provide corrected reports at our
own expense. You agree to maintain adequate backup files of the data
you submit for a reasonable period of time in order to facilitate any
needed reconstruction of your transactions (e.g., in the event of a
telecommunication failure). If we are unable to provide a Service for
any reason, we will promptly inform you of the problem and will take
reasonable steps to resume processing.
- Reliance on Third Parties. Our
ability to provide certain Services is dependent upon
our ability to obtain or provide access to third party
networks. In the event any third party network is unavailable
or we determine, in our discretion, that we cannot
continue providing any third party network access,
we may discontinue the related Service or may provide
the Service through an alternate third party network.
In such situations, we will have no liability for the
unavailability of access. We will not be responsible
for any services you receive from third party vendors.
- User Guides and Security Procedures. We
may provide you with a number or code ("Password" or "Security
Code") to access our Services. We may also provide
you with operating procedures and user guides in connection
with certain Services. You agree to: (a) comply with
the user guide and procedures that we provide to you;
(b) take reasonable steps to safeguard the confidentiality
and security of the Password/Security Code, the user
guide, and any other proprietary property or information
we provide to you in connection with the Services;
(c) limit access to your Password/Security Code to
persons who have a need to know such information; (d)
closely and regularly monitor the activities of employees
who access the Services; and (e) notify us immediately
if you have any reason to believe the security or confidentiality
required by this provision has been or may be breached.
Our security procedures are not designed for the detection
of errors (e.g., duplicate payments or errors in your
fund transfer instructions). We will not be obligated
to detect errors by you or others, even if we take
certain actions from time to time to do so.
We will assign a Password/Security Code to you after your application
for Services is approved. You agree to change your Password/Security
Code the first time you access our Services and whenever anyone who
has had access to your Code is no longer employed or authorized by
you to use the Services. We may require you to change your Password/Security
Code at any time. We may deny access to the Services without prior
notice if we are unable to confirm (to our satisfaction) any person's
authority to access the Services or if we believe such action is necessary
for security reasons.
Each time you perform a fund transfer with the Service, you warrant
that the Password/Security Code procedures are commercially reasonable
for the transaction, based on the circumstances involved (e.g., the
size, type, and frequency of your transfers, as well as your internal
controls). We may process any fund transfer request we receive through
the Service if it includes your Password/Security Code. Fund transfer
requests submitted with the Password/Security Code will be deemed effective
as if made by you, and you will be obligated to pay us the amount of
such orders, even if they are subsequently determined to be unauthorized.
- ACH , Book Transfers and Wire
Payments. If you are approved for these Services,
you may transfer funds and make payments to others
from one or more of your designated checking accounts
through the Automated Clearing House ("ACH"),
by book transfer, or by wire transfer. If you link
more than one checking account to the Service, you
must specify which account you wish us to use to
make payments.
- Charging Your
Account. When you transmit a payment
request ("Order"), you authorize us
to charge your account for the payment.
If your account does not have enough
available funds to cover a payment,
we may reject the transaction. We may
charge a fee for each payment request
presented against insufficient available
funds, whether or not we honor the
request.
You assume the sole responsibility for providing us with
accurate payment information in the form and format that
we require. We are not responsible for confirming such information,
or for monitoring or refusing to process duplicate Orders.
If you give us an Order that is incorrect in any way, you
agree that we may charge your account for the payment whether
or not the error could have been detected by us. We are not
obligated to detect errors in your transfer or payment instructions.
- ACH Transaction
Rules. When engaging in any transactions
through the ACH, you agree to comply
with the Operating Rules of the Western
Payments Alliance ("WesPay")
and the National Automated ClearingHouse
Association ("NACHA") (collectively,
the "Rules"), as amended
from time to time. You can obtain a
copy of the Rules by contacting WesPay
at 100 Bush Street, Suite 400, San
Francisco, CA 94104. NACHA Rules may
be ordered at http://pubs.nacha.org.
- Fund Transfer
Instructions. Your Orders must
comply with the requirements set forth
in the Rules, your user guide, and
any applicable security procedures.
You acknowledge that Orders may not
be initiated that violate the laws
of the United States, including the
economic sanctions administered by
the U.S. Treasury𠏋 Office of Foreign
Assets Control. You agree not to submit
ACH debit Orders for represented check
entries, telephone-initiated entries,
Internet-initiated entries, or point-of-purchase
entries without out prior written consent.
Our cutoff hours for Orders are 1:30
p.m.(PT) for wire transfers and 2:00
p.m. (PT) for ACH payments two business
days before the date of the payment.
- You must accurately
describe transaction beneficiaries, intermediary
financial institutions, and the beneficiary𠏋
financial institution in wire transfer
Orders. If you describe any beneficiary
or institution inconsistently by name
and number, we and other institutions
may process the Order solely on the basis
of the number, even if the number identifies
a person or entity different from the
named beneficiary or institution.
An Order is deemed to be received by us when we have acknowledged
it by e-mail or on-line by means of a summary message log.
Unless you promptly notify us of a problem with a transfer
or confirmation, you will be deemed to have approved the
accuracy and completeness of the information contained in
the confirmation.
If your Order involves a foreign transfer, we may execute
the Order in the currency of the country of the payee𠏋 financial
institution at either our buying rate of exchange for U.S.
dollar transfers or the exchange rate of the payee institution.
If for any reason the transfer is returned, you agree to
accept the refund in U.S. dollars in the amount of the foreign
money credit, based on the current buying rate on the day
of the refund, less any charges and expenses incurred by
us. Foreign transfers may be subject to delays, charges imposed
by other financial institutions, and changes in foreign currency
exchange rates.
You will not allow others to initiate Orders on your behalf
without our prior written consent. You will be solely responsible
for the acts and omissions of your agents. You agree to indemnify,
defend and hold us harmless from any actions, claims, proceedings,
damages, losses and costs which you or we incur as a result
of their actions or omissions.
- Customer Authorizations
and Record Retention. You may initiate
ACH Orders only with the prior written
authorization of the persons whose
accounts are affected by such Orders.
You agree to maintain a copy of each
authorization for a period of two years
following its termination, and to provide
us with a copy upon request.
- Book Transfers. Transfers
between your deposit accounts with us
are subject to the terms of your deposit
agreement (e.g., limitations on transfers).
Transfers are not permitted from one
line of credit account to another line
of credit account. You may not be able
to transfer funds between Cathay Bank
accounts established in different regions
of the country using this Service. A
transfer between your accounts will be
available for withdrawal no later than
the business day after the transaction
is posted.
- Transaction Limits
and Safeguards. You agree not to
exceed the transaction limits we establish
from time to time for your account.
You agree that you will not allow anyone
to initiate Orders without proper supervision
and adequate safeguards, and that you
will review pending Orders prior to
their submission to ensure that they
are complete, accurate and properly
authorized.
- Cancellation and
Amendment of Orders. You may not
cancel or amend an Order after we receive
it. If we attempt to reverse an Order
at your request, we assume no liability
for any interest or losses that result
if the reversal is not effected. You
agree to indemnify, defend, hold harmless
and reimburse us for all expenses,
losses, claims, actions, proceedings
and damages we incur in effecting or
attempting to effect any reversal.
You are solely responsible for providing
notice to receivers that a reversal
is being transmitted and the reason
for the reversal no later than the
settlement date of the reversing entry.
- Refusal of Orders. We
may refuse any Order with or without
cause or prior notice. You must maintain
sufficient collected and available funds
in your account to cover the amount of
your Orders (for a period of two business
days prior to the settlement date in
the case of ACH Orders), as well as returned
or reversed debit Orders, adjustment
Orders, and other amounts owed to us
for these Services. We may refuse an
Order if there are not sufficient collected
and available funds in your account on
the date we initiate the transaction
(up to two business days before an ACH
settlement date) or on the settlement
date. We will notify you of such refusal
electronically, in writing, by telephone,
or otherwise no later than two business
days after the date the Order was to
be effected. We are not required to pay
you interest on a rejected Order for
the period from refusal of the Order
to your receipt of the notice of refusal.
If an Order is returned by the ACH, we
may submit the Order back to you, adjust
your account, and await further instructions.
We may remake such Order, however, if
the return is due to our error and we
have sufficient data to remake the Order.
You agree to retain and provide us with
the necessary information to make such
Orders until midnight of the third business
day following the settlement date.
- Notice of Returned
Orders. We will notify you electronically,
in writing, by telephone, or otherwise
within one business day of any Order
which is rejected or returned for any
reason. We will not be obligated to
credit your account with any interest,
unless the return is caused by our
failure to properly execute the Order.
- Notices and Statements. Information
on transfers to or from your accounts
will be reflected on your periodic statements
and will be available to you on-line.
We do not provide you with any other
notice of the receipt, transmittal or
debiting of Orders.
- Provisional Credit. Credit
for an ACH transfer is provisional until
the receiving financial institution obtains
final settlement. If final settlement
doesn㦙 occur, the originator of the transfer
is not deemed to have made payment to
the beneficiary, and the beneficiary𠏋
bank is entitled to a refund of the provisional
credit.
- Unauthorized Order. We
may process any Order (including an amendment
or cancellation Order) we believe is
transmitted or authorized by you if we
act in compliance with the security procedure
agreed upon by you and us. Such Orders
will be deemed effective as if made by
you, and you will be obligated to pay
us in the amount of such Orders, even
though they are not transmitted or authorized
by you.
- Telephone Confirmation. We
may elect to verify the authenticity
or content of any Order by placing a
call to any authorized signer on your
account or any other person designated
by you for that purpose. If we are unable
to verify an Order to our satisfaction,
we may reject the Order.
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- Tax Payment Service. If you
are approved for this Service, you appoint us to act
as your agent for the purposes of preparing and making
tax payments and deposits on your behalf. Upon our
request, you agree to execute such additional enrollment
forms and authorizations as we may request. You and
we will agree in writing regarding the specific taxes
that are to be paid as part of the Service. You authorize
us to release account and tax payment information to
any taxing authority in performing the Service and
to confirm payments.
- Accuracy. You
are solely responsible for determining
the amount of any taxes due and transmitting
payment information in accordance with
our procedures. You must furnish us with
complete and accurate master file and
tax payment information, in the form
and format specified by us. Transmission
of transaction data to us will be at
your expense. Our record of your transmitted
payment data will be deemed correct and
complete. We will have no responsibility
for (i) determining the correctness of
any tax computation or payment, (ii)
questioning the timing or amount of any
payment, (iii) determining or questioning
the correctness of any report or information
submitted by you (even if it appears
incorrect on its face), or (iv) any penalty
which may be imposed if you instruct
us to make a payment after our cutoff
hour or the date the tax payment is due.
- Inability to Process. We
will notify you orally, electronically
or in writing if we are unable to process
any report or payment in the manner contemplated
by the Service no later than the banking
day following the payment date. If you
fail to maintain sufficient collected
and available funds in your account,
we may refuse to perform the Service.
If an order is rejected, it will be your
responsibility to resubmit the order.
- Funds Awaiting
Distribution. When we receive your
instruction to make a tax payment,
we will charge your account for the
amount of the payment(s). The funds
will be held by us as a non-interest
bearing deposit liability to you, but
will not be held in trust. Until we
make your tax payment, your funds will
be subject to offset for any debts
owed to us.
- Cancellation. You
may cancel a payment instruction for
an impending tax payment by telephoning
us at 800-922-8429. Your cancellation
instruction must be received by us by
2:00 P.M. Pacific Time on the same calendar
day as the original instruction. We will
not be liable to you for failing or refusing
to stop payment of taxes if your notice
is received after the cutoff hour. If
we attempt to cancel or amend a payment
or to retrieve funds at your request
after an order has been confirmed or
acted upon, you agree to indemnify, defend
and hold us harmless from all claims,
actions, losses, expenses and costs which
arise, directly or indirectly, as a result.
- Your Duty to Pay
Taxes. You assume the risk of any
failure to transmit the data to us
in a timely and correct manner. Any
interruption of the Service, regardless
of the reason, will not relieve you
of your obligation to make a tax payment
or report. You are responsible for
promptly making required tax payments
by another means in the event there
is an interruption in the Service.
- ACH. Tax payments
made through the Automated Clearing House
will be subject to the provisions of
Section 12.
- No Tax Advice. You
acknowledge that our employees are not
authorized or permitted to give tax advice
to you. You agree not to seek or place
any reliance upon tax advice from us
or our employees.
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- Stop Payment Service. You
may stop payment by following the procedures established
for the specific Service. For ACH stop payments, call
1-800-9CATHAY (1-800-922-8429) or go into a Cathay
Bank Office. To stop payment on a check, you must provide
us with timely, complete and accurate information on:
the number of the account in question; the date of
the item; the item number; the payee information and
the EXACT amount of the item (dollars and cents). If
any information is incomplete or incorrect, we will
not be responsible for failing to stop payment on the
transaction. Requests become effective when we confirm
their receipt and have verified that the item has not
been paid. From time-to-time, the on-line system may
be inoperable. If that occurs, your request can be
communicated to us by telephone.
- Account Reconciliation. This
Service helps you to simplify your bookkeeping procedures.
If you provide us with check issue information in the
format and manner we designate, we will match that
information with the paid checks data captured during
the statement cycle, and then reconcile it with your
account. The resulting information is made available
to you at our website. This Service can help you to
increase audit control over your checking account.
Your enrollment in Account Reconciliation Service does
not alter your obligations to keep your check stock
safe, to adopt commercially reasonable security measures
with respect to your checks and account records, to
promptly review account activity (including account
reconciliation reports), or to report altered, forged,
missing or suspect check activity. Please refer to
your Deposit Account Agreement & Disclosure for
details.
- Positive Pay Service. If
you are approved for this Service, and you provide
us with a list of the serial numbers and the amounts
(exact dollars and cents) of the checks that you issue
by the cutoff hour for this Service (currently 12:00
noon, Pacific Time), we will compare the list with
the information that is encoded on items presented
to us for payment against your designated account.
If the information matches, we will treat the matching
items as validly issued and properly payable, and will
process such items for payment. If the information
does not match, we will provide you with a report of
the non-matching items and certain other exception
items. You must then advise us if you do not want us
to pay the items listed in the report. Unless you notify
us through the Service not to pay the items, we may
consider them to be validly issued and properly payable,
and may pay the items.
- Checks Covered by
Service. This Service applies to
checks that are presented for payment
to us through normal interbank clearings.
It is not designed to compare your list
of issued checks against items that are
presented in any other manner (e.g.,
at a teller window, through an automated
teller machine, through the automated
clearing house, or by mail). At our sole
discretion, we may attempt to compare
your list with such items; we will not
be liable for our failure or refusal
to do so, however.
- Exceptions. We
assume no duty to identify and/or return
duplicate checks, checks with duplicate
serial numbers, misencoded items, or checks
lacking an encoded serial number. The Service
does not apply to items that have been
finally paid before the effective date
of any listing.
- Reliance On MICR
Encoding. We will not be obligated
to verify signatures on any checks that
match the information you provide or
that you fail to reject. You understand
and agree that we may compare your information
on approved checks with information that
is encoded on the items presented to
us for payment. We will not be required
to physically examine matching checks
to confirm that they are properly signed,
completed and encoded. You agree that
we may rely on such a process and that
the process will be deemed an acceptable
standard of care for this Service and
your account. You understand that the
Service may not identify counterfeit
or duplicate checks. As such, you agree
to review promptly all statements, returned
checks, reports and other check and transaction
information we make available to you.
- Suspect and Exception
Item Reporting. Upon request, we
can provide you with a daily report,
detailing suspect and exception items,
and enabling you to review and return
items on a check-by-check basis. We make
no representation or warranty regarding
the effectiveness of this report, and
make the report available only as an
accommodation to you. You agree to indemnify,
defend and hold us harmless from every
loss, liability and claim arising from
information provided on, or excluded
from, this report by us. You understand
that the fee for this Service has been
established in contemplation of this
limitation on our liability.
- Accuracy of Information. You
agree to provide check information to us
in the form and format that we specify
for the Service. You assume full responsibility
for the completeness and accuracy of all
information furnished to us. We assume
no responsibility for detecting or correcting
ambiguous, incomplete, untimely or inaccurate
information provided by you. Our willingness
to process nonconforming information will
not be considered a waiver of any requirement
of this agreement, and we may discontinue
processing nonconforming information without
prior notice.
- Stale-Dated and
Postdated Checks. We may pay stale-dated
and postdated checks unless you place
a stop payment or postdated check order
on such items or remove them from your
list of checks approved for payment.
- Security. You
agree to implement reasonable security
procedures to assure that only your authorized
employees have the ability to transmit
check information and instruction to us
for purposes of this Service. We strongly
recommend that you adopt an internal, dual
control environment in connection with
the Service. If you choose not to do so,
you agree to adopt a standard greater than
ordinary care with respect to your accounts,
employee supervision, internal controls,
and review of statements and other transaction
information.
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- Electronic Mail/Internet. One
way of contacting us is by electronic mail ("e-mail").
The Service has provided an option for you to send
us e-mail via "Mail". This e-mail option
is accessible after you sign on with your password
to the Service. Do not use this feature to send
us confidential information about your account.
Also, communications sent over the public Internet
or via "Contact Information/Inquiry Form" on
our web site is not necessarily secure.
If you send us e-mail, we may not receive or review it immediately.
We will have a reasonable time to act upon any e-mail request or notice,
and reserve the right to reject any request received by e-mail. The
e-mail "Mail" Service may not be used to make transfers between
Bank accounts. You acknowledge that we cannot ensure that e-mail will
not be intercepted or affected by the actions or omissions of others,
such as third party networks or persons with access to the Internet.
Our service providers and we assume no responsibility for viruses created
by third parties, or for any third party𠏋 unauthorized access to, or
use of, your computer system.
Your use of the Internet will be entirely at your own risk. We make
no representation, warranty or endorsement with respect to: (a) information
placed on the Internet by third parties; (b) the security or continued
availability of the Internet or of any Internet web site, including
without limitation our web site; or (c) the services, products or information
made available over the Internet by others whose sites may be accessed,
directly or indirectly, as a result of our Services.
You agree that: (a) your use of the Internet will be at your own risk;
(b) Internet services are provided to you on an "as is" basis,
without warranties of any kind; (c) we, our affiliates, Internet service
providers, and licensors will not be liable for any errors, defects
in, or the un-timeliness or lack of authenticity of, any information
provided over the Internet; (d) you will comply with all laws applicable
to your Internet activities; (e) you will not transmit any information
which is defamatory, abusive, or which may give rise to civil liability;
(f) we may monitor your e-mail and Internet communications with our
employees; and (g) our Internet Service will be subject to the additional
qualifications and operating rules, if any, set forth on our web site.
- Cutoff Hours. Our business
days are Monday through Friday, excluding federal holidays.
Our cutoff hours is 8:00 p.m. (PT).
Instructions received after the cutoff hour or on a
non-business day may be deemed received as of the next
business day. Services may occasionally be unavailable
due to needed maintenance or system/network interruptions.
- Limitation of Liability. Except
as otherwise stated in this Agreement, we will be liable
to you only for damages arising directly from our intentional
misconduct or gross negligence in the performance of
the Services. We will not be responsible for any loss,
delay, cost or liability which arises, directly or
indirectly, in whole or in part, from: (a) your actions
or omissions, or those of third parties which are not
within our immediate and reasonable control; (b) your
negligence or breach of any agreement with us; (c)
any ambiguity, inaccuracy or omission in any instruction
or information provided to us; (d) any error, failure
or delay in the transmission or delivery of data, records
or items due to a breakdown in any computer or communications
facility; (e) accidents, strikes, power outages, labor
disputes, civil unrest, fire, flood, water damage (e.g.,
from fire suppression systems), or acts of God; (f)
causes beyond our reasonable control; (g) the application
of any government or fund-transfer system rule, guideline,
policy or regulation; (h) the lack of available funds
in your Account to complete a transaction; (i) our
inability to confirm to our satisfaction the authority
of any person to act on your behalf; or (j) your failure
to follow any applicable software manufacturer𠏋 recommendations
or our Service instructions. There may be other exceptions
to our liability, as stated in your deposit or other
Service agreements with us.
We will not be responsible under any circumstances for special, indirect,
or consequential damages which you incur as a result of our actions
or omissions, even if we are aware of the possibility for such damages.
Our liability and your remedy for actual costs and losses resulting
from our failure to transmit funds in the correct amount or to the
correct beneficiary listed in your payment instructions shall not exceed
the direct money damages that you incur as a result of the failure
(e.g., the amount of a wire transfer that is sent to the wrong party,
or the amount by which a transfer exceeds the amount you authorized).
In all other cases, our liability and your remedy for actual costs
and losses resulting from our actions and/or omissions, whether the
claim is in contract or tort, shall not exceed the greater of (i) six
times the average monthly charge for the Service(s) in question for
the three months immediately preceding the cost or loss, or (ii) $5,000.
Any claim, action or proceeding by you to enforce the terms of this
agreement or to recover for any Service-related loss must be commenced
within one year from the date that the event giving rise to the claim,
action or proceeding first occurs. You agree to cooperate with us in
any loss recovery efforts we undertake to reduce any loss or liability
that arises in connection with your Services.
You acknowledge that our Service fees have been established in contemplation
of: (a) these limitations on our liability; (b) your agreement to review
statements, confirmations, and notices promptly and to notify us immediately
of any discrepancies or problems; and (c) your agreement to assist
us in any loss recovery effort.
- Indemnification. You agree
to indemnify, defend and hold us, our parent company,
affiliates and subsidiaries, and our respective directors,
officers, employees and agents, harmless from and against
any claim, damage, loss, liability and cost (including,
without limitation, attorney's fees) of any kind which
results directly or indirectly, in whole or in part,
from: (a) our actions or omissions, if they are in
accordance with your instructions or the terms of this
Agreement; or (b) the actions or omissions of you,
your agents or employees. This provision shall survive
the termination of this Agreement.
- Jury Trial Waiver. If permitted
by law, BY ENTERING INTO THIS AGREEMENT, YOU AND WE
WAIVE ANY RIGHT TO TRIAL BY JURY for disputes arising
out of or relating to this Agreement or the Services.
- Notices. You agree to notify
us immediately if you discover: (a) any error or discrepancy
between your records and the information we provide
to you about your accounts or transactions (e.g., in
a statement, confirmation, or electronic report); (b)
unauthorized transactions involving any account; (c)
a breach in the confidentiality of the Security Codes
or user guide; or (d) other problems related to the
Services. You must send us a written notice of any
discrepancy or other problem, including a statement
of the relevant facts, within a reasonable time (not
to exceed 15 days from the date you first discover
the problem or receive information reflecting the problem,
whichever occurs first). If you fail to notify us within
15 days, you agree that, in addition to any other limitations
on our liability: (a) in the case of an erroneous fund
transfer, you will be liable for all losses up to the
amount thereof (as well as any loss of interest), which
result from your failure to give us such notice or
which might have been prevented by your giving us such
notice; and (b) in the case of an unauthorized fund
transfer, we will not be liable for any loss of interest
which results from your failure to give us such notice
or which might have been prevented by your giving us
such notice.
Unless otherwise agreed, notices required by this Agreement must be
in writing. Notices to you may be mailed or delivered to you at the
statement, e-mail or mailing address shown for you in our deposit or
Service records. Notices to us must be sent to:
Cathay Bank
Alternative Delivery Department
4128 Temple City Blvd.
Rosemead, CA 91770
- Your Records. This Agreement
and the Services are not intended to relieve you of
any obligation imposed by law or contract regarding
the maintenance of records or from employing adequate
audit, accounting and review practices as are customarily
followed by similar businesses. You agree to retain
and provide to us, upon request, all information necessary
to remake or reconstruct any deposit, transmission,
file or entry until ten business days following receipt
by us of the deposit, file, entry, transmission, or
other order affecting an account.
- Termination. You or we may
suspend or terminate this Agreement as to some or all
of the Services, with or without cause, by giving 30
days prior notice to the other party. We may suspend
or terminate your Services or this Agreement immediately
and without prior notice if: (a) you breach any agreement
with us; (b) the confidentiality of your Security Code
is compromised; (c) we have reason to believe that
an unauthorized transaction has taken or may take place
involving any of your accounts or any of the Services;
(d) you become insolvent or the subject of a bankruptcy,
receivership, or dissolution proceeding; or (e) we
are uncertain as to any person's authority to give
us instructions regarding your accounts or the Services.
The termination of this Agreement will not affect the
rights or obligations of the parties that arise prior
to termination.
- Inactivity. If you do not
use Services for a period of 180 consecutive days,
whether or not a fee is paid and whether or not there
are any scheduled payments or transfers pending, your
User ID may be automatically terminated. In order to
reinstate the Services, you will be required to re-enroll.
- Miscellaneous Terms.
- Amendments. We
may amend (add to, delete or change) the
terms of this Agreement, the Service fees,
and the User Guide by providing you with
prior written or electronic notice. We
may amend our security procedures without
prior notice if immediate changes are required
for security reasons or the changes do
not have a material affect on your use
of the Services.
- Entire Agreement. This
Agreement supplements (and supersedes where
inconsistent) the terms of your deposit
agreement with us. Together, they constitute
the entire agreement between you and us
with respect to the Services.
- Financial Review. You
agree to provide us with a financial statement
or information on your financial condition
upon our request.
- Governing Law. This
Agreement will be governed by and construed
in accordance with the laws of the state
where we maintain your account, without
reference to that state𠏋 conflict of law
provisions.
- Monitoring of Communications. You
agree on behalf of yourself, your employees
and agents that we may monitor and record
your telephone and electronic communications
in connection with the Services at any
time, without further notice to you or
any party to the communication.
- No Assignment. We
may assign our rights and delegate our
duties under this agreement to a company
affiliated with us or to a third party.
You may not assign any right or delegate
any obligation under this Agreement without
our prior written consent.
- No Third Party Beneficiaries. This
Agreement is made for the exclusive benefit
of you and us. No third party has any rights
under this Agreement.
- No Third Party Use. Unless
you have our prior written consent, you
may not use the Services to process transactions
for third parties or permit others to initiate
Service transactions on your behalf.
- Security Interest. You
grant us a security interest in your Bank
accounts to secure the repayment of any
overdraft or other obligation that you
incur under this Agreement.
- Validity. If
any provision of this Agreement is found
to be void or invalid, the remainder of
this Agreement will remain in full force
and effect.
- Waivers/Overdrafts. Any
waiver by us must be in writing to be effective.
Our waiver of any right will not be deemed
a waiver of other rights or of the same
right at another time. Our practice of
allowing overdrafts will not obligate us
to continue the practice at a later date.
We may discontinue permitting overdrafts
at any time and without prior notice.
- Effective Date. This
Agreement shall become effective as of
________________________, 20____.
________________________________________________________________
Customer Name
By: _____________________________________
Title: ____________________________________
By: _____________________________________
Title: ____________________________________
CATHAY BANK
By: _____________________________________
Title: ____________________________________
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Look here for Cathay
eCashManagement Fee Schedule.
Click here to download Cathay eCashManagement
Enrollment Form.
Click here to download Cathay
eCashManagement Change Request Form.
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