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’s 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’s authority to access information and conduct transactions;
(d) designating another Delegate User to be a successor Administrator who will,
when authorized, possess the Administrator’s 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’s right and authority to act;
(2) suspend any person’s 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’s 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’s 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’s 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’s 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’s
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’s 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’t occur, the
originator of the transfer is not deemed to have made payment to
the beneficiary, and the beneficiary’s 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’s 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’s 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’s 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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