Business Member eBanking Agreement

Effective April 15, 2023

This Business eBanking Agreement ("Agreement") is a contract that governs your ability to receive certain online and mobile banking services (individually or collectively called “Electronic Business Banking” or “Business eBanking” Services) provided by Northwest Federal Credit Union (“Northwest Federal”). By using Electronic Business Banking services, you agree to, and acknowledge that you have read and understand, the terms and conditions of this Agreement. We recommend that you download or print this Agreement and keep a copy for your future reference.

In this Agreement, the words “you”, “your”, and “yours” mean the business identified on the Business Membership Application and those who request and use the Business eBanking service, any person authorized by you to use your Northwest Federal Business eBanking service, or any authorized user that you set up. The words “we”, “us”, and “our” mean Northwest Federal. The word “account” means any one or more accounts you have with us. By using the Business eBanking service, each of you, jointly and severally, agree to the terms and conditions in this Agreement, and any amendments.

The terms of this Agreement are in addition to the terms of any share account agreements you have with us, including but not limited to the Business Agreements and Disclosures, Business Membership Application, Business Account Schedule of Fees, Funds Availability Disclosure, ACH Origination Agreement, and any changes thereto. In the event of a conflict, the terms of this Agreement control.

SECTION I – SERVICE DESCRIPTION, FEATURES, FEES, AND LIMITATIONS

Availability

Northwest Federal Business eBanking is generally accessible 24 hours a day, seven days a week. Northwest Federal Business eBanking may be inaccessible for a reasonable period weekly to perform system maintenance. We reserve the right to suspend or terminate access to Northwest Federal Business eBanking for any reason without notice.

Business Day Definition

Northwest Federal’s business days are Monday through Friday from 8:00 a.m. to 4:30 p.m. Eastern Time (ET), exclusive of holidays.

Business eBanking Service

The Business eBanking service allows you to perform activities on eligible accounts including:

Review balances, activities, and recent transactions on eligible accounts.
Transfer funds among eligible accounts.
Request a withdrawal from eligible accounts by check mailed to you.
Communicate with us via secure messages.
Place a stop payment request on your checks.
Pay Bills through the separate bill payment service.
Submit a domestic wire transfer.
Submit external transfers.
Submit ACH Transactions and Files.

Some Business eBanking services or features may not be available for certain accounts or Members. Business eBanking functionality may differ when accessed by a desktop or laptop computer, versus a mobile device or the mobile application.

Transfer Limitations

You may transfer or withdraw up to the available balance in your account or up to the available credit limit on a line of credit at the time of the transfer, except as limited under this Agreement, the Agreements and Disclosures, and individual loan agreements.

We reserve the right to refuse any transaction that would draw upon insufficient or unavailable funds, lower an account below a required balance, or exceed applicable transfer limitations.

Account Information

The account balance and transaction history information may be limited to recent account information involving your accounts. Also, the availability of funds for transfer or withdrawal may be limited due to the processing time for transactions and our Funds Availability Policy.

Email

We may not immediately receive email communications and secure messages you send and we will not take action based on email or secure message requests until we actually receive your message and have a reasonable opportunity to act. If you need to contact us immediately regarding an unauthorized transaction or stop payment request, you may telephone us at (703) 709-8901 or toll-free at (866) 709-8901.

Alerts

The Alerts Service allows you to request and receive messages about your account(s) via email subject to the terms and conditions of your Internet service provider(s).

Each Alert will be effective after you establish a Subscription to the Alert(s) you want by visiting the Notifications settings tab in eBanking. You accept that Alerts may not be encrypted, and may include limited information pertaining to your account(s).

Receipt of Alerts may be delayed or prevented by factor(s) affecting your Internet service provider and other relevant entities. We guarantee neither the delivery nor the accuracy of the contents of any Alert. Northwest Federal will not be liable for losses or damages arising from (a) a non-delivery, delayed delivery, or wrong delivery of an Alert; (b) inaccurate content in an Alert; or (c) your use of or reliance on the contents of any Alert for any purposes.

Northwest Federal reserves the right to terminate any request from you, for any Alert, at any time. The information in any alert may be subject to certain time lags and/or delays. The types and frequency of your Alerts will be managed by you, and the Alerts may be stopped, or suspended by you at any time.

Online Business Banking Access

The business owner(s) will be the Company Administrator (“Administrator” or “Master User”) responsible for managing your Business eBanking service. The Master User will be granted access to all of the enrolled Business eBanking services and at his or her sole discretion, will create and authorize other employees and users (called “Users”) to use Business eBanking services. The Master User may provide any User with the same access rights that the Master User has. Any user given administrator access can add, delete or change Users and will have access to all of the enrolled Business eBanking accounts and services. There is no limit on the number of Users a Master User may authorize. By granting a Master User, User, or other individual, access to your accounts, you expressly agree to take full responsibility for all activity initiated by those individuals. In effect, you have authorized each transaction to take place and we will not be held liable for the actions of a Master User, User or other authorized individual. Authorization granted to Users through Business eBanking extends to transactions and activity performed through the Business eBanking platform. Authorization allocated to Users in Business eBanking or inherited through Shared or Preference Access does not extend to transactions conducted in-person at one of our branches or over the phone.

The Master User and each User with authority to access your accounts through Business eBanking will have a unique User ID and User Password. The User ID for the Master User can only be changed by Northwest Federal; the Password for the Master User is initially set by Northwest Federal and subsequently changed by the Master User. The User ID for a User will be issued and changed by the Master User; the User Password for a User is initially set by the Master User and subsequently changed by the User.

Generally, you should change your passwords frequently to help safeguard the security of your accounts. You may change your password in Business eBanking at any time. Credit Union employees will never contact you via e‐mail or by telephone requesting your online password or any other personal information. If you are contacted by anyone requesting this information, do not provide it and telephone us at (703) 709-8901 or toll-free at (866) 709-8901.

It is critically important to keep your User IDs and Passwords confidential to prevent unauthorized transactions on your accounts. In the event that you wish to change a User’s authorization (as a result of personnel changes, your business policy, or for any other reasons) it is your responsibility to revoke access to protect against improper use of the Business eBanking service. If you suspect any misuse of the Business eBanking service by authorized personnel, you should revoke that employee’s access immediately.

Bill Payment Service

The Company Master User and any User with administrative access is able to provide additional individuals with access to the bill payment service. An individual authorized to access bill payment will have access to make payments from your Northwest Federal checking or money market account through the bill payment service in Business eBanking. Authorization granted to Users through Business eBanking extends to transactions and activity performed through the Business eBanking platform. Authorization allocated to Users in Business eBanking or inherited through Shared or Preference Access does not extend to transactions conducted in-person at one of our branches or over the phone.

See the separate Bill Pay Service Agreement available within eBanking for additional terms and conditions.

Stop Payment Orders

The Master User and any User with administrative access is able to provide additional individuals with access to place stop payments. An individual authorized to place stop payments can order us to stop payment on any check written from your Northwest Federal checking or money market account through the Stop Payment feature in Business eBanking. Authorization granted to Users through Business eBanking extends to transactions and activity performed through the Business eBanking platform. Authorization allocated to Users in Business eBanking or inherited through Shared or Preference Access does not extend to transactions conducted in-person at one of our branches or over the phone.

The stop payment order will be effective if we receive it at such time and in such manner as to afford us a reasonable opportunity to act upon it. Each request will be effective for six (6) months, unless you notify Northwest Federal otherwise. A stop payment order may be renewed for additional six (6) month periods. We will require you to specifically identify the check by providing the check number and amount, and we may require the date and the name of the payee on the check. If you give us incorrect information, Northwest Federal will not be liable for failing to stop payment on the item. Our acceptance of a stop payment order will not constitute a representation that the item has not already been paid or that we have a reasonable opportunity to act upon the order.

The current stop payment fee as listed on Northwest Federal’s Schedule of Fees will be charged to your account at the time the stop payment order is received.

Wire Transfers

Your Master User and any User with administrative access is able to grant access to conduct domestic wire transfers to Users and authorized individuals. The Company Master User or any User with administrative access may grant individuals access to initiate a wire transfer through Business eBanking to a domestic destination and or to approve domestic wire transfers within Business eBanking. Authorization granted to Users through Business eBanking extends to transactions and activity performed through the Business eBanking platform. Authorization allocated to Users in Business eBanking or inherited through Shared or Preference Access does not extend to transactions conducted in-person at one of our branches or over the phone.

Member understands and agrees that the authenticity of domestic wire transfer will be verified pursuant to the following security procedures:

Security Procedure:

No. Description

1. Multi-Factor Authentication

2. Dual Approval for Users (default setting)

Domestic wire transfers requested by Master Users or Users require Multi-Factor Authentication, with the Master User or User selecting the Multi-Factor Authentication method to be applied from several options: including receiving a one-time verification code via SMS (messaging data rates may apply); voice call; email; or to validate the request via token (if applicable). For some Business eBanking members, Northwest Federal may also employ call-back procedures.

In addition to the above, dual approval will be required by default for any domestic wire transfer initiated by a User. For such dual approval, a second User with adequate authority must confirm, in advance, any transfer requested. The account will default to this feature being on for any transfer initiated by a User, regardless of the amount. This is a security procedure recommended by Northwest Federal. The Master User, at his/her own discretion, may adjust the threshold amount of this feature for each respective User, such that dual approval is waived up to the amount designated. Northwest Federal will not be liable for any transfer made without dual approval, which is recommended for all transfers.

You may also initiate a wire transfer through eBanking to a destination outside the United States. You agree that the following specified security procedure for foreign wires, required at the time of login, represents a commercially reasonable method of providing security against unauthorized payment orders: the Multi-Factor Authentication method selected by you to include among the options: a one-time verification code via SMS (messaging data rates may apply); voice call; email; or to validate the request via token (if applicable), and Northwest Federal will employ call-back procedures for all foreign wire requests.

MEMBER HEREBY AGREES TO BE BOUND BY ANY WIRE TRANSFER, WHETHER OR NOT AUTHORIZED, ISSUED IN MEMBER’S NAME AND ACCEPTED BY NORTHWEST FEDERAL IN COMPLIANCE WITH THE ABOVE SECURITY PROCEDURES.

You hereby agree that the above-described wire transfer security procedures shall be considered commercially reasonable for any and all purposes, including, without limitation, the requirements under Regulation J and Article 4A of the Uniform Commercial Code for commercially reasonable security procedures. You understand and agree that any wire transfer conducted in accordance with the above-described wire transfer security procedures shall be deemed authorized by you for all purposes regardless of whether such wire transfer was actually conducted or authorized by you.

If a beneficiary is identified by an identifying or account number, payments to the beneficiary may be made using that identifying or account number even if the number identifies a person different than the named beneficiary. If a payment order identifies an intermediary party or beneficiary's financial institution by both name and/or only an identifying or account number, we and any receiving financial institution may rely on the number as the proper identification of the intermediary party or beneficiary's financial institution. You agree to indemnify Northwest Federal for any loss or expense that results from its reliance on an incorrect identifying or account number.

Northwest Federal’s wire transfer business days consists of the hours from 8:00 a.m. ET to 4:00 p.m. ET on weekdays we are open for business. International wire transfers received after 3:30 p.m. ET will be processed the following non-holiday weekday. Domestic wire transfers received after 4:00 p.m. ET will be processed the following non-holiday weekday. Payment orders received by the cut-off time are processed upon completion of our Security Procedures, generally within the same business day. Once a payment order is sent by us, Northwest Federal is under no obligation to stop, cancel, or seek a return of the funds transferred.

All wire transfers are subject to the terms and conditions of Northwest Federal’s Business Agreements and Disclosures. You agree and acknowledge that your initiation of a wire transfer through Business eBanking constitutes your written agreement to this Agreement. A wire transfer fee will be imposed as contained in the current Business Schedule of Fees.

Remote Deposit Capture

See the separate Remote Deposit Capture Agreement for additional terms and conditions.

External Transfers

External transfers for which Northwest Federal is either the receiving or originating financial institution may be subject to limitations. We reserve the right to refuse any transaction that would draw upon insufficient or unavailable funds, lower an account below a required balance, exceed applicable transfer limitations, or otherwise require us to increase our required reserve on the account. Information about the processing time for your external transfer is available when you set up the transfer.

Linked Account Transfers

Linked account transfers allow a transfer of funds to accounts owned by other members at Northwest Federal. You will need to enter the receiving member’s account number along with the dollar amount in order to complete the transfer. Transfers can be scheduled for immediate, future-dated, or recurring delivery dates. You will be able to transfer up to the available balance in your account. Sufficient funds must be available at the time of your request. When you request a transfer using this service, you authorize us to follow the transfer instructions and transfer the funds from the designated originating account to the designated recipient account. We will rely on the account number provided to us by you as the proper identification. We are not liable for incorrect transfers if we rely on the information you provided. Information about the processing time for your account transfer is available when you set up the transfer.

ACH Origination

Access to these services requires approval by the Credit Union and is governed by the separate ACH Origination Agreement. Not all members will be approved for all types of transactions and services.

This service offers the ability to upload either NACHA formatted files or to enter transactions that will be converted to a NACHA formatted file by the eBanking system. All NACHA formatted files received through eBanking will be sent to an ACH Operator for final processing.

Submission of ACH will use commercially reasonable security procedures as outlined in the ACH Origination Agreement and are subject to change at any time.

Northwest Federal retains the right to remove your ability to originate ACH through eBanking at any time for any reason without notice.

Service Termination

We may terminate your participation in Northwest Federal Business eBanking service for any reason, at any time without notice or refund of fees you have paid. We will attempt to notify you in advance, but we are not obligated to do so.

Termination will not affect the rights and responsibilities of the parties under this Agreement for transactions initiated before termination.

Fees

Refer to the Business Schedule of Fees for any charges for Business eBanking services. Additional services such as Remote Deposit Capture, Bill Payment and ACH Origination may have additional fees as outlined in the agreements for those services. From time to time the charges may be changed. We will notify you of any changes as required by law.

Periodic Statements

Transfers and withdrawals conducted through Business eBanking will be included on your periodic statement. You will receive a statement each month for which there are transactions on your account.

Additional Provisions Applicable to Mobile Banking

The term “Mobile Device” means a cellular telephone or similar wireless communication device onto which you have downloaded software provided by us (“Mobile Banking Software”) for the purpose of permitting Mobile Banking.

You may determine which Mobile Banking functions are available for Mobile Devices at any time by logging into Mobile Banking. Mobile Banking functions (e.g., viewing balances, searching for transactions, viewing transactions, specific types of funds transfers, and remote deposit capture if selected by you and approved by the Credit Union), may be added, reduced or modified by us from time to time without prior notice. We may also modify, reduce or expand the geographic areas in which we offer Mobile Banking or any of its functions or services. We reserve the right to refuse to make any transaction you request through Mobile Banking.

Not all functions that are described in this Agreement or available at the Business eBanking website may be available with Mobile Banking software.

Mobile Banking users will be required to download, install and use certain software systems and programs developed by us, our licensors or other third-parties. We are not responsible for any damage to your Mobile Device resulting from those activities, and you will be engaging in those activities at your own risk. In connection with your use of the Mobile Banking software systems and programs, we and our licensors (or other third-parties who have directly or indirectly granted rights in those software systems and programs with respect to Mobile Banking) will require you to agree to the terms and conditions of certain license rights arrangements and/or “end user” license agreements. By subscribing to the portions of the Mobile Banking services relating to those software systems and programs and downloading and installing those software systems and programs, you will be evidencing your acceptance of the terms and conditions of those arrangements and agreements. We may also condition your use of some or all of those software rights and programs on your execution of, agreement to or acknowledgment of, such arrangements and agreements through the use of “I Accept” dialogue box acknowledgements or other affirmative or use-based acknowledgement and agreement systems. We and our service providers (which includes, without limitation, any third-party provider of software used in connection with Mobile Banking) reserve all rights not granted to you in this Agreement and under the terms of those arrangements and agreements. If you obtain a different Mobile Device, you will be required to download and install the software to that different Mobile Device under the same terms set forth in this Agreement. You agree to delete all such software from your Mobile Device promptly if the license rights granted in this Agreement terminate for any reason. We reserve the right to change, add to or terminate services with our third-party software solutions partners, to substitute different software solutions for the software relating to the operation of Mobile Banking and to enter into arrangements and agreements for the provision of software solutions for Mobile Banking with other licensors and third-parties.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE AGREEMENTS GOVERNING THE TERMS OF ANY LICENSE RIGHT RELATING TO THE USE OR OPERATION OF MOBILE BANKING, MOBILE BANKING AND SUCH SOFTWARE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTY AS TO PERFORMANCE, ACCURACY OR COMPLETENESS.

YOUR USE OF THE MOBILE BANKING SOFTWARE AND MOBILE BANKING SERVICES AND ANY MATERIAL OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED VIA MOBILE BANKING IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE.

SECTION II – WARRANTIES AND RESPONSIBILITIES

Member/User Responsibilities and Warranties

Security - You are responsible for keeping your user ID, password, and account data confidential. You agree not to disclose or otherwise make your password available to anyone not authorized to sign on your accounts. We are entitled to act on transaction instructions received through your user ID and password(s). If you authorize anyone to use your password that authority shall continue until you specifically revoke such authority by notifying us in writing. If you fail to maintain the security of your personal identification number (PIN) or password, you will be liable and responsible for any resulting transaction.

We may terminate the Northwest Federal Business eBanking services if we have reason to believe there has been unauthorized use of your account or password.

You are responsible for all transactions that you, and any other persons you have authorized, conduct on any of your accounts. Furthermore, account access permissions and limitations in Electronic Business Banking, including ACH transactions, do not modify or restrict account access otherwise authorized outside of Electronic Business Banking. By way of example, limitation of a joint owner’s authorization to withdraw funds in Electronic Business Banking does not apply to that same joint owner’s authorization to withdraw funds outside of Electronic Business Banking.

General Warranties - You warrant and represent that the information you are providing us with is true, correct, and complete.

You agree to promptly update your registration records if your email address or other information changes.

You warrant that you will not use the Northwest Federal Business eBanking service for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this Agreement or by any applicable law or regulation, including but not limited to the Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA). You further warrant and represent that you will not use the Northwest Federal Business eBanking service in any manner that could damage, disable, overburden, or impair the Northwest Federal Business eBanking service or interfere with any other party’s use and enjoyment of the Northwest Federal Business eBanking service.

LIMITS OF NORTHWEST FEDERAL’S RESPONSIBILITIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NON- INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE NORTHWEST FEDERAL BUSINESS eBANKING, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Privacy

You can see a full description of our privacy policies by clicking on the “Privacy Policy” and “Web Privacy Policy” links on the Northwest Federal home page at nwfcu.org. As is more fully described in the “Website Privacy Policy” link, we do not use “cookies” on the browser or in eBanking to store any personally identifiable information.

Limited License

We grant you a revocable, non-exclusive and not transferrable limited right to install and use the Business eBanking service and any Mobile Banking service, and to access and use these services subject to and in strict accordance with this limited license.

Changes in Terms and Notices

We reserve the right to change the terms and conditions upon which this service is offered. We may add, delete or amend terms, conditions, and other provisions, fees, charges, or other terms described in this Agreement. Use of the Northwest Federal Business eBanking service is subject to existing terms and regulations governing your accounts and any future changes to those terms and or regulations.

Assignment

We reserve the right to assign our rights and delegate our duties under this Agreement to a company affiliated with us or any other company.

Enforcement

You agree to be responsible for any liability, loss, or expense as provided in this Agreement that we incur as a result of any dispute involving your accounts or services. You authorize us to deduct any such liability, loss, or expense from your account without prior notice to you. In the event either party brings legal action to enforce the Agreement or collect any overdrawn funds on accounts accessed under the Agreement, the prevailing party shall be entitled to the costs thereof, including fees on any appeal, bankruptcy proceedings, and any post-judgment collection actions, if applicable.

This Agreement shall be governed by and construed in accordance with all applicable federal laws and all applicable substantive laws of the Commonwealth of Virginia, and the Bylaws of Northwest Federal as they now exist or may be hereafter amended.

Unauthorized Access/Transfers

Notify us AT ONCE if you believe your password has been lost or stolen or if you believe someone has scheduled transfers or may schedule transfers or otherwise use your account without your permission. Telephoning us at (703) 709-8901 or toll-free at (866) 709-8901 promptly is the best way to protect yourself from possible losses.