Commercial Net Banking Agreement

Introduction

This Commercial Net Banking and Website User Agreement, as amended by from time to time, (this “Agreement”) governs your use of Servus Credit Union Ltd.’s ("Servus Credit Union") Commercial Net Banking Services as well as your use of Servus Credit Union’s Website. In this Agreement, the terms "you" and "your" refer to the Member who is enrolled to access the Commercial Net Banking Services and the terms "us", "we" and "our" refer to Servus Credit Union. This Agreement replaces all prior agreements between you and us governing your electronic access to the Commercial Net Banking services and the Website but does not replace any other agreements you have with us (presently or in the future) governing an Account or governing any other services provided by us to you (which are referred to as “Other Agreements”). Any Other Agreement shall continue to apply to that Account or to those other services unless the Other Agreement conflicts with the terms of this Agreement, in which event, the Other Agreement shall prevail to the extent of the conflict. This Agreement shall be binding on you as soon as you click “I accept the above agreement” or otherwise access the Commercial Net Banking Services or the Website.

Part 1 - Definitions

“Access Codes” means the initial password issued to you by Servus Credit Union together with all other passwords or other security codes selected by the Account Administrator and issued to the Authorized Users by the Account Administrator to identify the Authorized Users and to enable them to access the Commercial Net Banking Services.

“Account” means any account you have with Servus Credit Union.

“Account Administrator”means the person(s) designated by you as the Account Administrator(s) from time to time.

“Account Administrator Change Request” has the meaning it is given in the Commercial Net Banking Services Subscription Agreement.

“Aggregated Account” means an Account designated by you pursuant to the Subscription Agreement to be viewed via the Aggregation Service.

“Aggregation Services” means Servus Credit Union’s account aggregation service which retrieves, consolidates, organizes and presents information regarding Aggregated Accounts for you to view using an Electronic Access Device.

“Authorized User” means any person who holds an Access Code that has not been cancelled.

“Cash Management Account” means an Account designated by you pursuant to the Subscription Agreement to be viewed via the Cash Management Services.

“Cash Management Services” means Servus Credit Union’s account cash management services which retrieves, consolidates, and balances accounts designated by the Member as Cash Management Accounts for the purposes of calculating interest earned or interest payable by the Member, and organizes and presents such information regarding the Cash Management Accounts for you to view using an Electronic Access Device.

“Commercial Net Banking Services” means services which permit you to access certain Accounts you have with Servus Credit Union over the Internet for services selected by you and agreed upon by Servus Credit Union (including, without limitation, the Aggregation Services).

“Electronic Access Device” means any device that allows you to electronically access the Commercial Net Banking Services.

“Subscription Agreement” means Commercial Net Banking Services Subscription Agreement entered into between the Member and Servus Credit Union.

"Transaction" means any transaction performed or requested to be performed through the Commercial Net Banking Services.

"Website" means any website established or operated by Servus Credit Union.

Part 2 – General Terms and Conditions

Introduction and Definitions

1.	The introduction and definitions set forth above form part of this Agreement.

Services

2.	Subject to the terms and conditions of this Agreement, we agree to provide the Commercial Net Banking Services to you for the use of the Account Administrator and the Authorized Users.

Changes to Services

We may add to, discontinue or modify the Commercial Net Banking Services. You will be notified of such changes by regular mail, electronic notice or via message posted to an appropriate part of our Website at our discretion and notwithstanding the notice or amendment provisions in this Agreement. Any of the Commercial Net Banking Services that are added or changed by us will be governed by this Agreement.

Setup Form

To establish the Commercial Net Banking Services, you must execute the Commercial Net Banking Services Subscription Agreement and any other documents we may require to evidence your desire to access your Accounts using the Commercial Net Banking Services and identifying the specific Accounts that will be accessible.

Your Responsibility

5.	You are responsible for:
	a)	selecting all systems, hardware, your Internet service provider and for any defect, malfunction or interruption in service or security due to hardware failure, your choice of Internet service provider and systems and computer services. We have no responsibility or liability for same. THE COMMERCIAL NET BANKING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. USE OF THE COMMERCIAL NET BANKING SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE COMMERCIAL NET BANKING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE COMMERCIAL NET BANKING SERVICES. WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE COMMERCIAL NET BANKING SERVICES;
	b)	ensuring that the Commercial Net Banking Services or the Website are not used by you, your Account Administrator or any of your Authorized Users for any illegal, fraudulent or defamatory purpose and to ensure that the Authorized Users do not take any steps that may undermine the security, effectiveness, integrity, availability or connectivity of the Commercial Net Banking Services or the Website; and
	c)	appointing an Account Administrator and advising us immediately in the event that you wish to change the Account Administrator. You agree that until we have received a properly completed and executed Account Administrator Change Request from you, the Account Administrator shall be the person who was last appointed by you as your Account Administrator according to our records.

Access

6.	We will issue one initial Access Code to your Account Administrator which will allow you to gain initial access to all of the services available to you using the Commercial Net Banking Services. You understand and agree that upon receipt of your initial Access Code, you must cause your Account Administrator to immediately change your initial Access Code to a new Access Code selected by you and thereafter you will have full access to perform all of the services we provide to you through the Commercial Net Banking Services. You agree that your Account Administrator has the authority to utilize the full range of Commercial Net Banking Services available to you on your behalf. Without limiting the generality of the foregoing, the Account Administrator will be fully authorized to act on your behalf to:
	(a)	receive the initial Access Code from us and change it to a new Access Code;
	(b)	determine the number of Authorized Users that will be permitted to utilize the Commercial Net Banking Services and create login ids and initial Access Codes for each Authorized User;
	(c)	reset the Access Code of any Authorized User;
	(d)	designate the specific Commercial Net Banking Services each Authorized User will be authorized to access;
	(e)	specify limits (dollar amounts or frequency)on Transactions for Authorized Users and specify which Transactions require a secondary authorization; and
	(f)	terminate an Authorized User’s rights to access the Commercial Net Banking Services (in whole or in part) by deleting or otherwise invalidating their Access Code or by modifying the Authorized User’s access rights;
	and you will be fully liable for and bound by all of the acts of the Account Administrator. For clarity, you understand and agree that your Account Administrator alone will have the authority and responsibility to grant rights and permissions to Authorized Users regarding the Commercial Net Banking Services and to amend and revoke their rights and permissions.

Your Liability

You are solely responsible for maintaining the confidentiality of all Access Codes. Access Codes must be confidential, unique, and not easily guessed by others. In this regard, you must not select an Access Code containing your birth date or name nor those of your family members. Also, you must not select an Access Code that is the same as any personal identification number (or PIN) you may use with any client card that has been issued to you. You understand and agree that you are solely responsible for all Transactions effected using any Access Code. You agree to disclose Access Codes only to those individuals authorized to use the Commercial Net Banking Services or a particular level of service in the Commercial Net Banking Services. Anyone to whom you disclose your Access Codes and anyone who has access to your Access Codes will have full access to the services you can perform on the Commercial Net Banking Services, including full access to your Accounts. The person’s authority will be limited only to the extent that your Account Administrator established the Access Code with limitations on the services that could be performed using the Access Code.We are entitled to, and do assume, that all communications and Transactions containing proper Access Codes are authorized by you and we are entitled to act upon those communications and you will be bound by any Transaction performed by any Authorized User using an Access Code. You assume full responsibility and liability for the consequences of any misuse or unauthorized use of or access to the Commercial Net Banking Services or disclosure of any confidential information or instructions of yours by your employees, agents or other third parties that gained access to your Access Codes. It is solely your responsibility to disable or remove the Access Codes of employees who no longer work for you. Failure to disable access of former employees by you could result in financial loss to you. You agree to hold us harmless for any loss due to your failure to disable or remove Access Codes of former employees or employees whose status has changed from Authorized User to unauthorized. The use of the Access Code as a security measure supersedes any other security procedures in agreements you have with us relating to operation of your Accounts.

Contact in Event of Unauthorized Access

We will NOT contact you to ask for your user ID or Access Codes. If you are approached by anyone to provide your Access Codes, DO NOT PROVIDE THIS INFORMATION. Contact us immediately as you could be the victim of attempted fraud or identity theft. If you believe that one of your Access Codes has been lost or stolen or that someone has transferred or may transfer money from your Account or Accounts without your permission, you have the duty and responsibility to change these Access Codes immediately.

Fees

9.	We will charge you fees for the Commercial Net Banking Services as identified in our current fee schedule, account information brochures and information available from us and as they may be amended by us from time to time.

Disclaimers

10.	YOU ACKNOWLEDGE AND UNDERSTAND THAT:
	(A)	THE INTERNET IS NOT A SECURE MEDIUM;
	(B)	THE INTERNET MAY BE SUBJECT TO INTERRUPTION AND DISRUPTION AND INADVERTANT OR DELIBERATE BREACHES OF SECURITY AND PRIVACY;
	(C)	THE OPERATION OF OUR WEBSITE AND THE COMMERCIAL NET BANKING SERVICES MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL;
	(D)	THE OPERATION OF OUR WEBSITE MAY NOT BE CONTINUOUS OR UNINTERRUPTED, SECURE OR PRIVATE;
	(E)	THE CONFIDENTIALITY AND SECURITY OF INFORMATION TRANSMITTED OVER THE INTERNET CANNOT BE ENSURED AND WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU MAY INCUR IF YOU COMMUNICATE CONFIDENTIAL INFORMATION TO US OVER THE INTERNET OR IF WE COMMUNICATE SUCH INFORMATION TO YOU AT YOUR REQUEST;
	(F)	THE INFORMATION CONTAINED ON OUR WEBSITE AND PAGES WITHIN IS NOT INTENDED TO PROVIDE SPECIFIC LEGAL, ACCOUNTING, FINANCIAL OR TAX ADVICE AND SHOULD NOT BE RELIED UPON IN THAT REGARD.

11.	Links to other websites or references to products, services or publications other than those of Servus Credit Union do not imply endorsement or approval of such websites, products, services or publications.

Limitation on Liability/Indemnity

12.	We will make reasonable efforts to provide you with access to your Accounts and services through the Commercial Net Banking Services. However, we will not be liable to you for any loss, costs or damages which you may incur as a result of your use of the Commercial Net Banking Services or if access to your Accounts or any service through Commercial Net Banking Services is not available or is delayed due to periods of increased volume or market activity or due to maintenance, updates or for any other reasonable cause. For example, and without limitation, we will not be liable:
	a)	For communication malfunctions that affect the accuracy or timeliness of messages or electronic instructions between you and us and/or which prevent them from being transmitted in whole or in part;
	b)	For delays or failures in performance resulting from acts beyond our reasonable control including but not limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, fire, communication line failures, power failures, equipment or software malfunction, earthquakes or other disasters;
	c)	If you, your Account Administrator or any of the Authorized Users make a mistake when inputting an electronic instruction;
	d)	If you, your Account Administrator or any of the Authorized Users fail to log off when you leave your computer and someone else accesses your Account or any service;
	e)	If, for any reason, you cannot access your Accounts or any service through Commercial Net Banking Services or the services do not function; or
	f)	For any harm or loss to your computer or any records or data.

	WE WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE ACCESS TO AND USE OF:
	(A)	OUR WEBSITE OR YOUR RELIANCE ON THE INFORMATION IT CONTAINS; OR
	(B)	THE COMMERCIAL NET BANKING SERVICES
	BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY US OR ANY OTHER PERSON FOR WHOM WE MAY BE RESPONSIBLE, AND NOTWITHSTANDING THAT WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.
	YOU AGREE TO INDEMNIFY AND HOLD US HARLMESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES, JUDGMENTS, LIABILITIES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND DISBURSEMENTS ON AS SOLICITOR AND OWN CLIENT BASIS, WHATSOEVER ARISING OUT OF OR RESULTING FROM YOUR USE OF COMMERCIAL NET BANKING SERVICES OR YOUR BREACH OF ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT. YOUR OBLIGATION TO INDEMNIFY US SHALL SURIVIVE TERMINATION OF THIS AGREEMENT.

Disputes with Merchants and Others

13.

If you pay bills or purchase goods or services from a merchant, you must settle any disputes or claims you may have directly with the merchant. We have no responsibility for any problems or disputes with merchants, including if a merchant does not credit you for a bill payment, imposes any additional charges on you (such as late fees or interest penalties) or takes any other actions. Although your bill payment will be withdrawn from the Account that you select on the date you instruct us to make a bill payment, you understand that not all merchants treat payments as being received as of that date. You should give bill payment instructions several business days in advance of the date on which you wish payments to be effective. We will not be responsible for processing delays by merchants.

Proof of Transactions

14.

Our records, whether written, audio, electronic or otherwise shall be conclusive proof of Transactions and shall be binding on you and your successors, heirs, executors, administrators and legal representatives. You will provide us with evidence of Transactions purportedly made through Commercial Net Banking Services if we request it and you will comply with audit requests by our auditors as may be required and requested from time to time.

Termination

15.	a)	We may modify, suspend or terminate your privilege of using the Commercial Net Banking Services and may withhold approval of any Transaction, at any time, without prior notice to you. In the event we terminate the Commercial Net Banking Services, we will try to notify you in advance but are not required to do so and we will not be liable for any loss or inconvenience which may result. You may terminate Commercial Net Banking Services upon our receipt of written notice from you. Termination shall not affect the rights and obligations of the parties for Transactions made through the Commercial Net Banking Services before we have had a reasonable time to respond to your termination request.
	b)	You must cancel all future funds transfers, whether reoccurring or individual payments, when you terminate the Commercial Net Banking Services or we may continue to process such payments.
	c)	You will, immediately following any termination of this Agreement, return to us (or destroy at our request) all security devices, software, manuals, confidential information and other documentation, goods and materials provided to you by us in connection with the Commercial Net Banking Services.

Third Parties

16.

You understand that third parties may provide support and services relating to the Commercial Net Banking Services and you authorize us to contract with third parties to provide such support and service. You release us from any liability for failures, acts or omissions of any third party system operator including, but not limited to unauthorized access, theft or destruction of your information or instructions.

Disclosure of Information to Third Parties

17.	We may share your Account or Transaction information with third parties. For a full explanation, please review our Privacy Policy. Consistent with our Privacy Policy, we may disclose information to third parties about your Account or the Transactions you make:
	a)	where it is necessary for completing the Transaction;
	b)	if permitted by law, in order to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant;
	c)	if permitted by law, to comply with government agency or court orders; or
	d)	if you give us permission.

Amendment

18.

We may amend this Agreement at any time. Notice will be sent to you at your current address in our files. You must ensure that the address that we have for you is kept current. Amendments will be effective upon the date indicated in the notice. If you continue to use the Commercial Net Banking Services after the effective date of the amendments, you will be deemed to have agreed and consented to the amendments.

Governing Law

19.	This Agreement shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein.

Binding Effect and Assignment

20.	This Agreement shall endure to the benefit of the binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. You may not assign this Agreement without our express written agreement.

Intellectual Property

21.

We may display certain names, words, titles, phrases, logos, icons, graphics or designs in our Website, on Agreements regarding certain Transactions or in advertisements regarding electronic Transactions which may constitute trade names, registered or unregistered trademarks, words or copyrighted materials (the "Intellectual Property"). The Intellectual Property belongs to us, our agents or third parties. The display and use of the Intellectual Property by us does not imply that any license has been granted to any user of any Transaction other than a limited license to perform Transactions as contemplated pursuant this Agreement.

22.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and such invalid or unenforceable provision shall be deemed to be severable from this Agreement.

Part 3 - Aggregation Services

The terms and conditions of this Part 3 will apply only in the event that you use the Aggregation Services and are in addition to all other terms and conditions set forth in this Agreement. In the event that there is a conflict between the terms of this Part 3 and the general terms and conditions set forth in part of this Agreement, the terms of this Part 3 will prevail to the extent of the conflict.
1.	To use the Aggregation Services, you will complete such forms as we may require to identify the Aggregated Accounts. You may from time to time add or remove Accounts designated by you as Aggregated Accounts.
2.	You authorize us and direct us to do all things necessary to provide the Aggregation Service to you and to retrieve, consolidate, organize and present information regarding the Aggregated Accounts to you.
3.	Should you wish to utilize the Aggregation Services with respect to accounts held by you and by one or more of our other Members (the “Third Parties”), in addition to the foregoing requirements, you agree that we will not be required to provide the Aggregation Services with respect to accounts held by Third Parties (“Third Party Accounts”) unless the following additional requirements are satisfied:
	a)	the Third Parties in question submit such forms to us as we require to identify the Aggregated Accounts, and the Aggregated Accounts identified by such Third Parties are the same as the Aggregated Accounts identified by you;
	b)	You authorize us and direct us to do all things necessary to provide the Aggregation Service to the Third Parties and to retrieve, consolidate, organize and present information regarding the Aggregated Accounts to the Third Parties;
	c)	the Third Parties authorizes us and directs us to do all things necessary to provide the Aggregation Service to you and to retrieve, consolidate, organize and present information regarding the Aggregated Accounts to you; and
	d)	You and the Third Parties designate and at all times maintain the same Account Administrator regarding the Aggregated Accounts.
4.	You further agree that we shall (and shall be entitled to) cease providing Aggregation Services with respect to Aggregated Accounts that include Third Party Accounts where:
	a)	we have received a written notice from you or from one or more of the Third Parties that confirms that you or the Third Party or Third Parties wish to discontinue the use of Aggregation Services with respect to the designated Aggregated Accounts; or
	b)	where you or any one or more of the Third Parties changes the Account Administrator designated by such party to an Account Administrator that is different than the one appointed by the other parties.

Part 4 - Cash Management Services

The terms and conditions of this Part 4 will apply only in the event that you use the Cash Management Services and are in addition to all other terms and conditions set forth in this Agreement. In the event that there is a conflict between the terms of this Part 4 and the general terms and conditions set forth in part 2 of this Agreement, the terms of this Part 4 will prevail to the extent of the conflict.
1.	To use the Cash Management Services, you will complete such forms as we may require to identify the Cash Management Accounts. You may from time to time add or remove Accounts designated by you as Cash Management Accounts.
2.	You authorize us and direct us to do all things necessary to provide the Cash Management Services to you and to retrieve, consolidate, organize and present information regarding the Cash Management Accounts to you.
3.	Should you wish to utilize the Cash Management Services with respect to accounts held by you and by one or more of our other Members (the “Third Parties”), in addition to the foregoing requirements, you agree that we will not be required to provide the Cash Management Services with respect to accounts held by Third Parties (“Third Party Accounts”) unless the following additional requirements are satisfied:
	a)	the Third Parties in question submit such forms to us as we require to identify the Cash Management Accounts, and the Cash Management Accounts identified by such Third Parties are the same as the Cash Management Accounts identified by you;
	b)	You authorize us and direct us to do all things necessary to retrieve, consolidate, organize and present information regarding the Cash Management Accounts and Cash Management Services provided in respect of the Cash Management Accounts to the Third Parties;
	c)	the Third Parties authorize us and direct us to do all things necessary to provide the Cash Management Services to you and to retrieve, consolidate, organize and present information regarding the Cash Management Accounts and the Cash Management Services provided in respect of the Cash Management Accounts to you; and
	d)	You and the Third Parties designate and at all times maintain the same Account Administrator regarding the Cash Management Accounts.
4.	You further agree that we shall (and shall be entitled to) cease providing Cash Management Services with respect to Cash Management Accounts that include Third Party Accounts where:
	a)	we have received a written notice from you or from one or more of the Third Parties that confirms that you or the Third Party or Third Parties wish the Cash Management Services with respect to the designated Cash Management Accounts to be discontinued; or
	b)	where you or any one or more of the Third Parties changes the Account Administrator designated by such party to an Account Administrator that is different than the one appointed by the other parties.