ASSOCIATED CONNECT®AGREEMENT AND DISCLOSURES
P.O. Box 19006
Green Bay, Wisconsin 54307-9006
To view Associated's security information, go to our Security Center at www.AssociatedBank.com/Security.
The Associated Connect Agreement and Disclosures ("Agreement") is between Customer and Associated Bank for the delivery of Associated Connect as described below.
1. Defined Terms.
As used in this Agreement, the following terms shall have the following meanings:
Customer warrants, as of the date of this Agreement and at any time Associated Connect or a Service is used or performed, that: a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; b) it has the requisite power and authority to execute and deliver, and to perform its obligations under this Agreement and the Services used or performed by it; c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed has been obtained.
By subscribing to Associated Connect, Customer expressly acknowledges and agrees that it shall be subject to and abide by all of the terms and conditions contained in this Agreement at all times.
The following services (each a “Service” and together the “Services”) are offered through Associated Connect:
5. Hardware and Software Requirements.
Associated Bank shall provide Customer with the specifications for any hardware and software which Associated Bank has determined to be compatible with Associated Connect. Customer shall be responsible for acquiring the required hardware and/or software and its installation and maintenance. If Customer chooses hardware and/or software that differs from that recommended by Associated Bank, Associated Bank shall not be liable to Customer for any malfunction, failure to function, inaccuracy or other failure of Associated Connect to operate as expected.
6. Customer Responsibility.
Customer shall designate Accounts and Services accessible by Associated Connect. Customer shall designate by written notice to Bank one or more security administrators (each a “Security Administrator”) who shall be the person or persons authorized by Customer who shall manage access to a Service and be required to perform certain information security functions, including but not limited to assigning a user identifier (“User ID”), password and the authority level of persons authorized by Customer to enable Customer’s use of such Service.
Customer shall implement the following security procedures to use a Service:
(i) control access to a Service by implementing safeguards including, but not limited to:
(ii) train all users:
(iii) secure its computer systems and transmitting facility by implementing strong safeguards that include but are not limited to:
7. Password and Security.
Upon subscribing to Associated Connect, a password will be given to You. You will be required to change Your password upon Your first use and every ninety (90) days thereafter. Customer hereby agrees to safely keep the password, not to record the password or otherwise disclose or make the password available to anyone other than authorized users of Associated Connect. Using the password has the same effect as Customer's signature authorizing transactions. Anyone who has access to the password will have access to Associated Connect and designated Accounts and Services.
Please contact Us immediately if You believe the password has been lost, stolen or otherwise become available to an unauthorized person.
We also require You to identify a unique image that You previously selected and to provide an answer to a security question if You logon from a computer that We do not recognize as one You have logged on from in the past.
8. Information Reporting.
Through Associated Connect You will be able to access information pertaining to Your Accounts, such as current day or prior day balance summary and transaction detail, images of checks and deposit slips and thirteen (13) months of statement history.
In addition, You may have deposit accounts with financial institutions other than Associated Bank (”Non-Bank Accounts”). Bank provides a service pursuant to which balance and related information and/or other financial data regarding Your Non-Bank Accounts (“Non-Bank Data”) can be accessed through Associated Connect on a periodic basis. This Non-Bank Data may be made available by such other financial institutions to certain third party processing providers who will then input such Non-Bank Data into Bank’s system. Should You participate in this Service You thereby authorize those financial institutions other than Associated Bank holding Non-Bank Accounts to provide Non-Bank Data to Associated Bank either directly or through a third party processing provider; in addition, You authorize Associated Bank to receive such Non-Bank Data. Bank will use reasonable care in obtaining the Non-Bank Data, but assumes no responsibility for the accuracy or timeliness of any Non-Bank Data. Bank will make reasonable efforts to deliver Non-Bank Data to You by any mutually agreed upon time, but does not guarantee a specific delivery time.
9.eStatements (Mailed Statement Delivery Suspension).
You may use Associated Connect to elect to receive only eStatements and suspend the delivery of Your Statement by regular mail. When You elect to suspend mailed delivery of Your Statement, We will discontinue delivering Your Statement in paper form and the only access to Your Statement will be electronically through Associated Connect. Upon submission of Your election to suspend mailed delivery of Your Statement, You will receive an acknowledgement on-screen confirming Your election, as well as an acknowledgement message sent to the Associated Connect message center.
Your Statement will be available for online viewing and printing at Associated Connect each month within two (2) business days after the last day shown on Your Statement. It is Your responsibility to access and view Your Statement online using Associated Connect. When Your Statement is available for viewing, We will send a notice to the email address You provided when You elected to suspend mailed delivery of Your Statement. You must notify Us when You change this email address or You may not receive notice of the availability of Your Statement. If You change this email address and fail to notify Us, We will continue to send notices of availability of Your Statement to this email address for a period of time, but may discontinue sending notices when We receive evidence that this email address is no longer accurate.
You may withdraw or We may terminate Your election to suspend mailed delivery of Your Statement. To withdraw Your election. call Associated Bank at 800-270-2707. It may take up to 30 days to process Your withdrawal. When Your election to suspend mailed delivery of Your Statement is withdrawn or terminated, We will resume delivery of Your Statement by regular mail to the mailing address We have on file for Your account(s). In addition, Your account may be charged applicable fees for the delivery of Your Statement by regular mail.
10. Funds Transfer.
Funds transfer is the allocation of funds from one Account to another Account. Funds transfers will be processed on Business Days within the cutoff times specified in the Associated Connect application. Loan payments will comply with the terms and conditions previously agreed to in the Promissory Note and Loan Agreement.
Customer authorizes Us to withdraw the necessary funds from Your Account with Us to process the funds transfer transaction. Any funds transfer shall be in an amount not to exceed any limit established by Associated Bank from time to time.
Uncollected funds may be accessed for funds transfer and check clearing, subject to applicable fees. Customer assumes responsibility for verifying availability of funds at the time of the funds transfer order. If Account is overdrawn, Customer agrees to immediately pay Us the overdrawn amount together with any applicable fees. If the Account is maintained in connection with an overdraft credit plan, any overdraft will be made in accordance with the agreement or rules governing that Account rather than this Agreement.
Funds transfer is not available for certificate of deposit Accounts. Types of transfers available to process though Associated Connect include checking to checking, checking to savings, savings to savings, savings to checking, savings to loan, checking to loan, line of credit to checking, and line of credit to savings.
11. Wire Transfer.
Wire transfers will be processed within the cutoff times specified in the Associated Connect application. Uncollected funds may not be used for wire transfers. If applicable, the Wire Transfer Agreement that You previously executed will govern Associated Connect wire transfer Services.
In the event that a Wire Transfer is requested by You through the use of Associated Connect, then section 8 of Your Wire Transfer Agreement is amended as follows:
Security Procedures. Unless You have opted out of the dual control requirement by signing the Dual Control Exception Addendum to Wire Transfer Agreement, Associated Bank requires dual control as an added security procedure for the Wire Transfer Service. Dual control requires two (2) users working together to successfully release a wire to the bank; one (1) user to enter & approve the wire and the other user to release the wire. Even if a user is entitled to enter, approve and release wires a single user will not be able to approve and release the same wire. You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure prior to accessing the service module.
All other provisions of the Wire Transfer Agreement remain in full force and effect.
12. Foreign Exchange.
If applicable, the terms and conditions of the Foreign Currency Trading Agreement will govern Associated Connect Foreign Exchange Services. In addition to the security provisions set forth in those terms and conditions, You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure to access the Foreign Exchange Service module.
All other provisions of the terms and conditions of the Foreign Currency Trading Agreement remain in full force and effect.
13. Positive Pay.
If applicable, the Positive Pay services offered through Associated Connect will be governed by the Master Services Agreement that You previously executed.
14. Imaging for Checks and Deposit Tickets.
We will make every effort to produce legible images of Account checks, deposit tickets and images of paper transaction documents; however, some items will produce poor quality images or may not produce an image. In those cases, it is not Our responsibility to remedy the image quality. For better processing quality, We recommend the use of forms and check stock approved by Us.
15. ACH Origination, including Tax Payments and Cash Concentration.
If applicable, the Automated Clearing House ("ACH") Services offered through Associated Connect will be governed by the Master Services Agreement that You previously executed. Uncollected funds may not be used for ACH.
You may make Federal Treasury tax payments electronically through Associated Connect. You may also make state and municipal tax payments.
Through the Cash Concentration module in Associated Connect You can use the ACH Service to transfer funds from demand deposit accounts, such as checking and savings, that You hold at other financial institutions (“Outlying Accounts”) into a designated Cash Concentration Account set up for You at Associated Bank. This module can ONLY be used to transfer funds from Your Outlying Accounts to such Cash Concentration Account at Associated Bank and cannot be used to move funds from Associated Bank to Your Outlying Accounts. If You wish to utilize this module, You must also be set up for Multibank Reporting in Associated Connect in order to obtain the balance information used to formulate each cash concentration transaction. The Cash Concentration Service uses Closing Available Balance from the Previous Day reporting file as reflected in Your Outlying Accounts. You must manage Your Outlying Accounts since transactions that impact the Available Balance may be subject to overdraft or other charges. If You wish to utilize this module You must also be set up as an ACH originator at Associated Bank and agree to the terms of the Master Services Agreement, the terms of which will also govern Your participation in the Cash Concentration module. You will be able to automate the amount of any periodic ACH cash concentration funds transfers based on, 1.) a desired target balance to be left in the Outlying Accounts, 2.) a percentage of the available balance(s) in the Outlying Accounts, or 3.) a specified dollar amount. Cash Concentration funds transfers can either be released manually or automatically, based on a frequency pre-set by You.
You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure prior to accessing the service module.
16. Bill Payment Service for Businesses.
The terms and conditions of the Bill Payment Service for Businesses will govern Associated Connect Bill Payment for Businesses Services. In addition to the password and security provisions set forth in those terms and conditions, You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure to access the Bill Payment Service module.
All other provisions of the terms and conditions of the Bill Payment Service for Businesses remain in full force and effect.
17. Cash Ordering.
In order to utilize the Cash Ordering Service, You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure to access the Cash Ordering Service module.
18. ACH Filter.
If applicable, the ACH Filter Services offered through Associated Connect will be governed by the Master Services Agreement that You previously executed.
You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure prior to accessing the Service module.
Alerts are messages sent to You by Associated Connect to notify You of important account related or system related events. You determine the type of alert(s) that You want to receive by selecting and configuring each type of alert. The types of alerts You can select depend upon the Services and Accounts that You have been entitled access to through Associated Connect. Bank will make reasonable efforts to deliver alerts as configured, but does not guarantee delivery.
20. Onsite Deposit Manager.
If applicable, the Onsite Deposit Manager ("ODM") Service offered through Associated Connect will be governed by the Master Services Agreement that You previously executed. You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure prior to accessing the service module.
If applicable, the Lockbox Service offered through Associated Connect will be governed by the Master Services Agreement that You previously executed.
If applicable, the Safekeeping Service offered through Associated Connect will be governed by the Safekeeping Agreement (and the Securities Pledge Agreement on such securities if applicable) that You previously executed. In addition to the security provisions set forth in those agreements, You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure to access the Safekeeping Service module.
If applicable the Checkview service offered through Associated Connect will be governed by the Master Services Agreement that You previously executed and this Agreement. Where there is any conflict between this Agreement and the Master Services Agreement then the Master Services Agreement shall prevail.
Customer is liable for any Account shortage resulting from charges or overdrafts, whether caused by Customer, authorized user, or another with access to Associated Connect. This liability is due immediately, and can be deducted directly from the Account balance specified whenever sufficient funds are available. Customer does not have the right to defer payment of this liability, and You are liable regardless of whether You processed the item or benefited from the charge or overdraft. This includes liability for Our costs to collect the outstanding balance including, to the extent permitted by law, Our reasonable attorney's fees.
Customer shall compensate Associated Bank for the performance of each Service in accordance with the Associated Connect fee schedule. We may amend fee schedule from time to time.
Associated Bank shall not be liable to You for any damages whatsoever arising in connection with the accuracy and completeness of information supplied through Associated Connect regarding Your Account. We will exercise ordinary care in providing Associated Connect Services and will be responsible for a loss sustained by You only to the extent such loss is caused by Our reckless or willful misconduct. In no event shall clerical errors or mistakes in judgment constitute failure to exercise ordinary care, nor shall We have any liability for any indirect, incidental, consequential (including lost profits), special or punitive damages whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have reasonably been foreseen by Associated Bank. Under no circumstances shall Associated Bank be responsible for any liability, loss or damage resulting from any delay in performance of or failure to perform in connection with any Service which is caused by interruption of telephone, facsimile or communication facilities, delay in transportation, equipment breakdown or mechanical malfunction, electrical, power or computer failure, accidents, fire, flood, explosion, theft, natural disaster or other catastrophe, acts or failure to act by You or any third party, strikes or lockouts, emergency conditions, riots, war, acts of government or other circumstances which are unavoidable beyond Our control. Associated Bank shall not be liable for failure to perform any of its obligations in connection with any Associated Connect Service if such performance would result in it being in breach of any law, regulation or requirement of any government authority.
27. Exclusion of Warranties.
Associated Connect makes use of a private network, intended for authorized users only. We have confidence in the security measures We employ, however, this is not an invitation for individuals to attempt unauthorized access. BY USING Associated Connect, CUSTOMER AGREES TO ACCEPT COMPLETE RESPONSIBILITY THEREFORE, ASSOCIATED BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS, DISCLAIM ANY AND ALL LIABILITY, WHETHER NOW KNOWN OR OTHERWISE, WITH RESPECT TO CUSTOMER'S USE, AUTHORIZED OR UNAUTHORIZED, OF Associated Connect, AND ASSOCIATED BANK FURTHER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
Customer shall indemnify and hold harmless Associated Bank and each of its directors, officers, employees, agents, successors and assigns ("Indemnitees") from and against all liability, loss and damage of any kind incurred by or asserted against Indemnitee in any way relating to or arising out of any Service, by reason of any acts or omissions of Customer or any third party or otherwise, except to the extent such liability, loss or damage is caused by the gross negligence or willful misconduct of such Indemnitee and provided that reliance without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to have been given by Customer will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee.
29. Contact Us.
Contact the Customer Care Center by phone (800-270-2707) or write Us at Associated Bank, P.O. Box 19006, Green Bay, Wisconsin 54307-9006. Customer may also notify Us through secure messaging.
30. Account Information Disclosure.
The circumstances under which We may provide information about Accounts to third parties are summarized in Our current privacy notice. Customer agrees that We may deliver Our privacy notices and opt-out notices to Customer by making them available on www.AssociatedBank.com. Customer may access the privacy notice at www.AssociatedBank.com/Privacy, or request a paper copy by writing to Us at Associated Bank, P.O. Box 19006, Green Bay, Wisconsin 54307-9006.
31. Dormant or Closed Accounts; Access Fees.
Any fees for Services shall continue to be assessed for any closed or dormant Account until such time as Customer instructs Us to remove the Services related to each such Account.
32. Electronic Record Consent.
Customer consents to receive electronic records during the course of the Associated Connect relationship.
33. Termination or Discontinuation.
In the event Customer wishes to discontinue Associated Connect, Customer must notify Us in writing. Written notice of Service discontinuance must be supplied ten (10) Business Days prior to the first day of the month to: Associated Bank, P. O. Box 19006, Green Bay, Wisconsin 54307-9006. Customer may also notify Us through secure messaging. If Customer notifies Us verbally, Customer must also send Us written notification. After Customer's proper notice is received by Us, the actual discontinuance date of Associated Connect, for purposes of monthly fees, will be the first day of the next month. As such, monthly fees for Associated Connect will not be prorated.
We may modify, suspend or terminate Customer's privilege of using Associated Connect and may withhold approval of any transaction, at any time, without prior notice to Customer. In the event We terminate Associated Connect, We will endeavor to notify Customer in advance but are not required to do so. Customer will be notified as soon as practicable.
Any one person who can use Associated Connect may terminate Associated Connect. Neither termination nor discontinuation shall affect Customer's liability or obligation under this Agreement.
Customer may not assign this Agreement to any other party without Associated Bank's prior written consent. We may assign this Agreement to Our successor in interest or to any, directly or indirectly, affiliated company. We may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.
35. Third Parties.
Customer understands that support and services relating to Associated Connect are provided by third parties other than Us, and Customer authorizes Us to contract with third parties to provide such support and service.
36. No Waiver.
We shall not be deemed to have waived any of Our rights or remedies hereunder unless such waiver is in writing and signed by Us. No delay or omission on Our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or wavier of any rights or remedies on future occasions.
37. Governing Law.
This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
Headings are used for reference purposes only and shall not be deemed part of this Agreement.
39. Conflict of Provisions.
This Agreement is intended to supplement and not to replace other agreements between Customer and Us relating to Accounts, including, without limitation, the Deposit Account Agreement. The deposit Accounts accessed by Associated Connect remain subject to the Deposit Account Agreement governing deposit accounts, which have been provided to You. Additionally, any loan or line of credit accessible by Associated Connect will remain subject to the Loan Agreement that You executed previously.
In the event of a conflict between this Agreement and any other agreements that apply to Your Accounts, this Agreement shall govern and prevail, unless otherwise specified in this Agreement.
40. Binding Effect.
This Agreement shall bind and benefit the parties and their successors and assigns. Associated Bank may from time to time amend any of the terms of this Agreement. Customer will be provided with notice of any such amendments in accordance with Associated Bank's normal business practices. By continuing to use any Service after notice of such amendment, Customer shall be deemed to have agreed to such amendment and shall be bound by this Agreement as so amended.
41. Prohibited Uses.
The following content and activities may not be displayed or promoted by Customer nor associated in any way with Customer's account, including, without limitation:
42. Refusal of Services.
Associated Bank reserves the right, at all times and for any reason, to refuse or cancel the Services in its sole discretion, with or without notice to Customer.