TRUST ONLINE AGREEMENT AND DISCLOSURE STATEMENT AND CONSENT FOR ELECTRONIC COMMUNICATIONS AND DISCLOSURES
Welcome to Trust Online at Regions. This Trust Online Agreement and Disclosure Statement and Consent for Electronic Communications and Disclosures (the “Agreement”) describes the terms and conditions for the use of Trust Online. You should read this Agreement carefully and keep an electronic or hard copy of it with your other account records. By enrolling for the use of Trust Online, or by using or allowing any others to use Trust Online in relation to any of your accounts, you accept and agree to the terms and conditions of this Agreement as may be in effect from time to time.
In order to use Trust Online, you must have at least one account with us that is eligible for Trust Online, and you must electronically accept this Agreement at our Trust Online website.
When you follow the instructions at our Trust Online website for the acceptance of this Agreement (e.g., by using your PC’s mouse to click an "Accept" button) you will be adopting and using an “electronic signature” which will signify your acceptance of and intent to be bound by all terms, conditions, and provisions of this Agreement. Your electronic acceptance of this Agreement also will constitute your certification that you have provided and will continue to provide true, accurate, current, and complete information about yourself as requested in connection with your enrollment in and use of the services contemplated by this Agreement. If you do not electronically accept this Agreement in accordance with the instructions we provide, you will not be permitted to enroll in or use Trust Online. Also, each time you use or allow others to use Trust Online, you confirm your agreement to abide and be bound by the terms and conditions of this Agreement, as in effect at that time.
Part A – Consent for Electronic Communications and Disclosures
Please read this Consent for Electronic Communications and Disclosures (“E-Sign Consent”) carefully and print or retain a copy for your records. We are providing this notice to you, as a user of one or more of our electronic banking, financial, or other products or services (any such electronic product or service being herein referred to as a "Service"), in order to obtain your agreement and consent to do Service business and exchange Service information with us electronically as we require or direct (including, if applicable, entering into any Service agreement or submitting any Service application electronically and using electronic signatures for the purpose of accepting terms, conditions, and disclosures) and in order to obtain your consent to receive electronic records of information and disclosures that we are required by applicable law or regulation to provide to you in writing ("Legal Disclosures"). We reserve the right to furnish to you, and the right to require you to furnish to us, writings or paper copies of information, communications, and/or Legal Disclosures relating to any Service, in lieu of and/or in addition to electronic records thereof, at any time in our discretion.
Scope of Consent. Subject to your right, if you are a consumer, to withdraw your consent and/or obtain paper copies of Legal Disclosures as provided below, in order to use the Service you must consent to receive in electronic form both (i) Legal Disclosures and (ii) any other Service information and communications that we elect to provide to you electronically (“Other Electronic Service Information”). You agree that electronic Legal Disclosures and Other Electronic Service Information will be sufficient as "writings" under applicable law or regulation. If you do not give your consent by clicking the "Accept" button below, you will not be permitted to use the Service. Your consent to receive Legal Disclosures electronically applies to all notices, agreements, disclosures, reports, documents, communications, and other records relating to your use of the Service which we are required by applicable law or regulation to provide or make available to you in writing (which may include, but not be limited to, any Service agreement, itself (or certain provisions thereof), notices of changes in terms, termination notices, the information that we provide to you as part of the applicable service (e.g., the electronic account statements) and any other Legal Disclosures that would ordinarily accompany such information if it were submitted to you in writing (e.g., notices about our privacy policies)). Your consent to receive Other Electronic Service Information applies to any and all other Service information or communications that we elect to provide to you electronically in our discretion.
Right of Consumer Customers to Withdraw Consent for Electronic Legal Disclosures. If you are using any Service primarily for personal, family, or household purposes, you have the right at any time to withdraw your consent to receive electronic Legal Disclosures with respect to the Service, and you may request and receive a paper copy of Legal Disclosures. If you wish to withdraw such consent, or to request a paper copy of Legal Disclosures, please contact us as follows:
· by electronic communication to TrustAppSupport@Regions.com ,
· by calling us at 1-205-560-8324, or
writing us at:
If you withdraw your consent for electronic Legal Disclosures, we will mail you paper copies of Legal Disclosures that we are required to make after the withdrawal of your consent; however, the withdrawal of your consent will not affect the legal validity or enforceability of prior electronic Legal Disclosures. To the fullest extent allowed by law, we reserve the right to charge a fee for paper copies of Legal Disclosures in our discretion. Our fees for paper copies may change from time to time, and you may obtain information about such fees by calling us at the telephone number printed above or at the telephone number provided in the applicable Service agreement. We also reserve the right to terminate your use of any Service in the event that you should withdraw your consent for electronic Legal Disclosures regarding such Service.
Delivery of Electronic Legal Disclosures and Other Electronic Service Information; Updating E-Mail Address. We may make electronic Legal Disclosures and Other Electronic Service Information available by posting them at our website(s) or by transmitting them to you at the e-mail address you have provided to us, or as provided in the applicable Service agreement. You must promptly notify us if your e-mail address changes. You may advise us of e-mail address changes by calling us at the telephone number printed above or at the telephone number provided in the applicable Service agreement, or, as applicable, by following the online Service instructions or procedures for changing an e-mail address.
Hardware and Software Requirements. In order to access and retain electronic Legal Disclosures and Other Electronic Service Information, you must have:
If you have questions about the hardware or software requirements for accessing or retaining electronic Legal Disclosures and Other Electronic Service Information, please call us at the telephone number printed above or at the telephone number provided in the applicable Service agreement.
By clicking the "Accept" button below , you (i) agree and consent to do Service business with us electronically, as we direct or require, and agree that this Consent for Electronic Communications and Disclosures constitutes a part of any applicable Service agreement, (ii) agree that your use of electronic sounds, symbols, or processes provided by us to establish your acceptance of or agreement to Service terms, conditions, and/or disclosures (e.g., an electronic “I Accept” button) constitutes your electronic signature and signifies your intent to be bound, (iii) consent to receive an electronic record of Legal Disclosures and/or Other Electronic Service Information in lieu of a hard or paper copy or version thereof (provided, that if you are a consumer customer, your consent to receive electronic Legal Disclosures may be withdrawn as described above), (iv) acknowledge and demonstrate your ability to access electronically this notice, Legal Disclosures, and Other Electronic Service Information and your satisfaction of the software and hardware requirements described above, (v) confirm and represent that you, in fact, have accessed and are able to view, save and print any sample electronic Legal Disclosures or other sample electronic records or information made available to you in order to demonstrate the applicable Service or as part of the Service enrollment process, and (vi) acknowledge and agree that your acceptance of this Consent for Electronic Communications and Disclosures inures to the benefit of Regions Bank, its affiliates, agents, employees, successors, and assigns. You may click the "Decline" button if you do not accept the terms of this Consent for Electronic Communications and Disclosures, but if you decline you will not be permitted to use the applicable Service.
Part B - Trust Online Agreement and Disclosure Statement
1. Defined Terms. The following terms and definitions apply when used in Part B of this Agreement:
“Financial Software” means a third party personal financial management application that may be used in connection with Trust Online and that is obtained by you for use in connection with the Services. Trust Online does not support all brands and versions of personal financial management applications. You should refer from time to time to our Trust Online website or call us at the number provided in the “Errors or Questions” section of this Agreement for current information about supported Financial Software.
“Password” means a personal or secret code or personal identification number (PIN) selected by you or issued to you by us, as the case may be, that will be used to obtain access to Trust Online. The term includes any additional access numbers, words, or codes required by the applications or equipment that you use in connection with Trust Online or that are otherwise established by you.
“PC” means a personal computer (including, without limitation, any personal data assistant or other wireless computing or access device) that meets the requirements for use of Trust Online.
“Service Account” means any account that you maintain with us and for which you use any Service, function, or feature of Trust Online. Each Service Account is subject to this Agreement. We reserve the right to determine the eligibility and/or ineligibility of any account as a Service Account, and/or the eligibility or ineligibility of such account for any particular Service available through Trust Online, at any time and from time to time, in our sole and absolute discretion and without notice to you, subject to the requirements of applicable law.
“Service” means any feature, functionality, product, and/or service provided through Trust Online.
“User’s Guide” means any instructional materials or information (as amended from time to time) provided in connection with Trust Online and/or any Service provided through Trust Online.
“We,” “us” and “our” means or refers to, as the context may require, Regions Bank (including Regions Bank doing business as “Regions Trust”) or any affiliate of Regions Financial Corporation with which you have established one or more Service Accounts, and any agent, independent contractor, designee, or assignees that we may, in our sole discretion, involve in the provision of the Services.
“You,” “your” and “yours” means or refers to (i) each and every person who now or hereafter is an account holder with respect to, or has any interest in, any Service Account, and (ii) each and every person who now or hereafter subscribes to or uses Trust Online.
Other definitions may appear elsewhere within this Agreement.
2. General Services Description. You may use your PC to access Trust Online and view Service Account balance information and transaction activity, electronic Service Account statements (Web Statements), and information about the assets in your Service Account. Any balance or recent activity provided through Trust Online will include a date as of when the balance is current. The balance or recent activity provided through Trust Online may include deposits still subject to verification by us. Also, the balance or recent activity provided may differ from your records because it may not include transactions that are pending or in process. The Service Account records and information (including, without limitation, Web Statements) that will be stored for any particular time period will vary at our discretion. We may from time to time enhance or expand the Trust Online Services by providing additional features, functionality, and transaction capability, or we may add new Services. Any such enhancements, expansions, or additions will be governed by and subject to the terms and conditions of this Agreement, as amended, and your use of any such enhanced, expanded, or additional Services constitutes your continuing agreement to be bound by all terms and conditions applicable thereto. Applicable User’s Guides may provide additional details and information regarding the functionality of and transactions available through Trust Online. Because of technical limitations, you may not be able to use certain Services with a wireless computing or access device (e.g., personal data assistants, cell phones, etc.). Different Financial Software may have different capabilities and features, and the use of the Services may be limited or affected depending on the capabilities of the Financial Software that you elect to use. Refer to the user manual for your Financial Software, or call us at the telephone number provided in the “Errors or Questions” section of this Agreement, or refer to the Trust Online website, for more information. For security reasons or operational reasons, we may from time to time impose other limits or restrictions on the Services available through Trust Online. Also, there may be additional limitations described elsewhere in this Agreement, and your ability to use the Services may be limited by the terms of other agreements you have with us or as described in other disclosures we have made to you, or by applicable law. You agree to abide by and be bound by all applicable limitations. Applicable User’s Guides may provide additional information regarding limitations and restrictions.
3. Web Statement Service.
a. General Service Description. The Web Statement Service allows you to replace your mailed, paper Service Account statements with electronic version of the statements (“Web Statements”) that you may view, save to your PC and/or print at your convenience. The Web Statement Service also may include, in our discretion, the delivery to you of electronic versions of the disclosures, notices, and information that we ordinarily transmit with Service Account statements (“Other Statement Material”). In order to activate the Web Statement Service, you must contact your Service Account officer and separately complete the enrollment/activation process for this Service. The Service will not be activated until we are satisfied that the enrollment process has been completed and until we have had a reasonable opportunity to activate the Service. Neither enrollment in nor continued use of the Web Statement Service is required in order to use the other Services available through Trust Online. You acknowledge and agree that we may at any time, in our discretion, qualify any account for, or disqualify any account from, eligibility for the Web Statement Service. Subject to the terms of this Agreement, when you enroll for the Web Statement Service, neither you nor any of your co-account holders will receive any further mailed, paper statements for your Service Account, and all subsequent periodic statements for your Service Account will be furnished electronically, as provided in this Agreement, unless you have made, and we have accepted, separate arrangements for the continued delivery of paper account statements on some periodic basis. In our discretion, we may also furnish you with electronic versions of Other Statement Material that relates to your Service Account, as provided in this Agreement.
b. Accessing Web Statements and Other Statement Material. We will post the periodic Web Statements at the Trust Online website. In order to access the Web Statements, you must login to the Trust Online application with your username and password and click on the applicable link. You will need Adobe® Acrobat® Reader® (available at http://get.adobe.com/reader/). to view, print, and/or save your Web Statements (you also may need such software to view, print, and/or save Other Statement Material). At any given time and in our discretion, a limited number of your Service Account Web Statements will be available at the Trust Online website. You acknowledge and agree that it is your responsibility to download and save in electronic form, or print and retain, your Web Statements for your records. In the event that your Web Statements are removed from the Trust Online website before you save or print and retain a copy, or in the event that the Web Statement Service is terminated by you or us before you save or print and retain a copy of your Web Statements, you may request your account officer to provide paper replacement copies of your statements, but you shall be subject to applicable fees for such copies. Except as otherwise required by applicable law, you acknowledge and agree that it is your responsibility to access the periodic Web Statements as they are posted at the Trust Online website without any notification or cue to do so from us. However, we may in our discretion, or we will if required by applicable law, send an electronic notification to the e-mail address you have provided to us for use in connection with Trust Online, or otherwise furnish you with such notification as may be permitted or required by applicable law, when a Web Statement for your Service Account is ready to be accessed at the Trust Online website. In our discretion, we may at any time provide you with Web Statements via e-mail transmitted to the e-mail address you have provided to us for use in connection with Trust Online in lieu of posting the Web Statements at the Trust Online website. If we elect to deliver Other Statement Material to you electronically, we will send an electronic notification to the e-mail address you have provided to us for use in connection with Trust Online or otherwise furnish you with such notification as may be permitted or required by applicable law (including, without limitation, by posting Other Statement Material at the Trust Online website without transmitting any separate notification to you). Such notification will include electronic attachments of the Other Statement Material, and/or instructions or links for accessing the Other Statement Material, and/or pop-ups or other displays of the Other Statement Material at the Trust Online website or another website. You agree to periodically visit the Trust Online website in order to read and review any Other Statement Material that may be posted. Whether we post Web Statements and Other Statement Material at our website or transmit them to you as e-mail attachments, you agree that you will notify us as soon as possible in the event that you experience any technical difficulties in accessing, or are unable to access, any Web Statements or Other Statement Material that we have made available to you. You may notify us by calling us at the telephone number provided in the “Errors or Questions” section of this Agreement during our normal business hours.
c. Review of Web Statements. To the extent that your Service Account agreements and/or disclosures describe your obligations and responsibilities with respect to timely examining your periodic account statements and reporting errors and discrepancies to us, such obligations and responsibilities are applicable to your examination and review of the Web Statements. In any event, you agree to examine your Web Statements promptly, and to otherwise promptly and regularly review transaction information available through Trust Online, and to notify us immediately of any discrepancy between the Web Statements or Trust Online information and your other account records. You should notify us of discrepancies as provided in the “Errors or Questions” section of this Agreement. You agree that you will not alter any information in any Web Statement or Other Statement Material, and you agree that our record of any Web Statement or Other Statement Material is the best evidence of the information set forth in such Web Statement or Other Statement Material, as applicable.
4. PC Specifications. In order to use Trust Online, your PC must meet current minimum technical specifications. Technical requirements and specifications regarding the use of the Services may be described elsewhere in this Agreement (including the E-Sign Consent) or in applicable User’s Guides. You also may refer to the Trust Online website for current information on supported hardware, software, and other equipment. We do not guarantee the compatibility of the Services with all modem types, computer systems, internet browsers, hardware and/or software.
5. Equipment. You are responsible for obtaining and properly installing and maintaining all telephone equipment and services, internet connection services, computer hardware and software, and any and all necessary upgrades thereto (including, if applicable, Financial Software and upgrades thereto), and other equipment necessary for you to access and use the Services. We are not responsible for any computer viruses, problems or malfunctions resulting from any computer viruses, or related problems that may be associated with the use of an online system. We recommend that you routinely update your anti-virus software, apply all security patches for your operating system, and install a firewall on your PC. We are not responsible for any errors or failures resulting from defects in or malfunctions of any software (including Financial Software) on your PC. You agree to all terms and conditions of any license agreement that accompanies your Financial Software. If you have any questions regarding the operation of your Financial Software (rather than the capabilities, functions, and features of the Services), you should contact the manufacturer of your Financial Software.
6. Authorization; Protecting Your Password. You authorize us to follow any instructions entered through Trust Online using your Password notwithstanding any dual or multiple signature requirement identified on the signature card or other documents relating to your Service Account, and you agree and intend that the submission of instructions through Trust Online shall be considered the same as your written signature in authorizing us to perform any action relating to such instructions; provided, however, that we are not obligated to comply with any instructions, transactions, or inquiries that would violate applicable law or regulation or that are not permitted or available through the Trust Online Services. To the fullest extent allowed by law, you agree to be responsible for and bound by all Service inquiries, activity, and transactions initiated or made through Trust Online with respect to your Service Account. You also agree that use of your Password is the agreed security procedure to access Trust Online and that such security procedure is commercially reasonable. You agree to keep your Password confidential, to prevent unauthorized access to your Service Account, and to prevent unauthorized use of the Services. You agree not to give your Password or make it available to any person or entity who is not authorized to access your Service Account for the purpose of using the Services or who intends or may use the Services for the purpose of accessing and compiling account data for such person’s or entity’s own commercial gain. If you allow any other person to use your Password to access Trust Online, you will have authorized that person to access your Service Account and you are responsible for all transactions and inquiries that person initiates or authorizes in connection with the Service Accounts. You agree to notify us immediately as provided in the “Errors or Questions” section of this Agreement if you believe that your Password has been lost or stolen or that your Service Account has been or may be accessed without your authorization. Telephoning is the best method for limiting your potential losses. You agree to take any reasonable actions requested by us to prevent unauthorized access to your Service Account. You should change your Password frequently. You should avoid using your ATM or debit card personal identification number (PIN) as your permanent Password. If your access to Trust Online is blocked or if you forget your Password, you must contact us at the number identified in the "Errors or Questions" section of this Agreement. We may issue you a new Password, although it may not be available for use of the Services for several days.
7. Protecting Your Personal Information. In addition to protecting your Password and other account information, you should also take precautions to protect your personal identification information, such as your driver’s license, Social Security Number, etc. This information by itself or together with other account information may allow unauthorized access to your Service Account. It is your responsibility to treat personal information with the same level of care as your account information. You are also responsible for protecting and securing all information and data stored in your PC’s hard drive. For additional guidance on information security, please visit the Bank’s website at http://www.Regions.com .
8. Your E-mail Address. You agree to keep your e-mail address that you have provided to us for use in connection with the Services, as well as your mailing address, current and updated with us at all times. To notify us of an e-mail or mailing address change, please call us at the telephone number(s) provided in the “Errors or Questions” section of this Agreement during our normal business hours. You also may update your e-mail address directly in Trust Online. Except to the extent otherwise required by applicable law or regulation, you agree that we are under no obligation to re-send, re-transmit, or otherwise deliver to you any Services notifications or information that we have transmitted to your e-mail address and that has been returned “undeliverable” or otherwise rejected for delivery.
9. Electronic Messaging and E-mail. Your use of the Services may from time to time involve communication between you and us via e-mail, and by entering into this Agreement you are consenting to communications via e-mail. The following provisions apply to e-mail communications:
· You agree and acknowledge that the information communicated via e-mail to or from us may include information regarding any or all of the services that are part of the Services or other services we feel may be of added interest to you.
· An e-mail message sent by you will not be immediately received by us, so if you need to contact us immediately you should call the telephone number provided in the “Errors or Questions” section of this Agreement. No action will be made on any electronic message you send to us until we actually receive your message and have a reasonable opportunity to act on it; provided, however, that we are not obligated to comply with or take any action on any instructions, transactions, or inquiries that would violate applicable law or regulation or that are not permitted or available through the Trust Online Services. You may not use e-mail to perform any transactions or otherwise to transact any business outside the scope of the Services or the terms and conditions of this Agreement.
· You acknowledge, understand, and accept the risks of using e-mail as a means of communication of information and that we are unable to guarantee the authenticity, security, privacy, or accuracy of information received or sent by e-mail or to monitor the authorization of persons using your e-mail address to send or receive information.
· In the event you receive information from us via e-mail that you believe is intended for another recipient, you agree to immediately return the information to us and to thereafter delete the information from your computer system. You shall not use the information for any personal or commercial purposes.
· You agree that certain information communicated from us to you may be confidential in nature as a communication between you and us. You agree to maintain the confidentiality of the information and to refrain from sharing the information with any other person or entity or from using the information for any purpose that is not related to the Services or your financial relationship with us.
· In the event that you believe that an unauthorized person has gained access to your computer system, you agree to immediately notify us so that we can cease communication of information to you via e-mail until corrective action is taken.
· It is your responsibility to be vigilant and protect yourself against “phishing” and other Internet frauds and schemes. We will never contact you by e-mail to ask for or to verify account numbers, Passwords, or any personal information, and we will never provide links to websites in e-mails that we send to you. If you receive an e-mail you believe is fraudulent, you should forward it to firstname.lastname@example.org. In no event should you respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail.
· Having acknowledged the risks associated with communicating via e-mail, you (a) agree that we have no obligation to monitor or investigate the use of your computer system or the source of any communication received from you bearing your e-mail address, (b) release us from any claim or liability arising from or in connection with any communications sent or received using e-mail, and (c) agree to indemnify and hold harmless us from all claims, losses, expenses or liability arising in any way out of or connected in any way with the use of e-mail as contemplated by this Agreement.
· To the extent any other agreement between you and us requires you to deliver written notice to a particular address regarding any matter, you agree that these provisions regarding the use of e-mail do not displace or modify any such requirement for a written notice, and you agree to comply with any requirement for a written notice without reference to these provisions regarding the use of e-mail. We may from time to time impose other limitations or restrictions on your use of electronic messaging and e-mail in connection with the Services.
10. Fees. You agree to pay all fees applicable to the Services. These fees are listed in our schedule of fees and are subject to change from time to time. Please contact us as provided in the “Errors or Questions” section of this Agreement for current information about applicable fees. Without limiting the generality of the foregoing, you agree that we may impose a fee for research requested by you. You authorize us to deduct all fees from your Service Account or, to the extent your Service Account lacks sufficient funds, from any of your other accounts maintained with us. You also acknowledge that these fees are in addition to any costs you incur for the telephone service or Internet service provider you use to access Trust Online and are in addition to all service charges and fees applicable to and contained from time to time in our disclosures related to your Service Account and/or other services related to your Service Account.
11. Errors or Questions. In case of errors or questions about Trust Online, or in the event you need to contact us pursuant to any of the provisions of this Agreement, you should:
Trust Application Support at 1-205-560-8324
or write to:
Attention: Trust Application Support/Customer Service Center
P.O. Box 12385
Birmingham, Alabama 35202
12. Termination. You may terminate your use of Trust Online at any time by calling or writing us as provided in the entitled "Errors or Questions" section of this Agreement. If you call, we may require that you put your request in writing. You agree that we will have a reasonable opportunity to act upon any termination request made by you. Upon your termination of the Services, we reserve the right to complete or cancel, in our sole and absolute discretion, any pending Service transactions, activity, or inquiries. If you terminate the Web Statements Service, we will resume mailing paper statements for your Service Account, together with the disclosures, notices, documentation and information that accompany such statements, according to the terms of the account agreement governing such Service Account, or as required by applicable law, to the postal address(es) in our records for such Service Account, beginning with the periodic statement next following the termination of the Web Statements Service. We may terminate your enrollment in the Web Statements Service without notice to you in the event that we determine that your e-mail address is no longer current or in the event that any Web Statements Service notifications or information that we transmit to your e-mail address is returned "undeliverable" or is otherwise rejected for delivery. We may terminate or suspend Trust Online or any Trust Online Services at any time, in our discretion, without notice to you, except as required by applicable law or regulation, and without liability to you. No termination of any Service will affect your liability or obligations under this Agreement accruing prior to the date of termination or any provisions of this Agreement which, by their nature, are intended to survive termination.
13. Exclusion of Warranties; Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY, RELIABILITY, OR CURRENCY OF ANY THIRD PARTY INFORMATION OR DATA THAT YOU OBTAIN THROUGH THE USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM YOUR USE OF THE SERVICE WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE TERMS. WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU REGARDING YOUR PC OR RELATED EQUIPMENT OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, FINANCIAL SOFTWARE), OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE THAT NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY HARMS, INJURIES OR CLAIMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING OR ARISING IN ANY WAY IN WHOLE OR IN PART FROM (a) THE USE OF OR THE INABILITY TO USE THE SERVICE, (b) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM USE OF THE SERVICE, (c) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, (d) STATEMENTS OR CONDUCT OF ANY OTHER PERSON USING OR ACCESSING THE SERVICES, (e) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, (f) THE INSTALLATION, USE, OR MAINTENANCE OF ANY HARDWARE OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL SOFTWARE) OR OTHER EQUIPMENT AND/OR (g) ANY OTHER MATTER RELATING TO THE SERVICES OR YOUR USE THEREOF. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES) CAUSED BY OR ARISING FROM YOUR USE OF THE SERVICES, OR THE USE OF THE SERVICES BY ANY OF YOUR CO-ACCOUNT HOLDERS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE SERVICE, YOUR BREACH OF THIS AGREEMENT, YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT.
14. ARBITRATION AND WAIVER OF JURY TRIAL. Except as expressly provided below, you and we agree that either party may elect to resolve by BINDING ARBITRATION any controversy, claim, counterclaim, dispute or disagreement between you and us, whether arising before or after the effective date of this Agreement (any “Claim”). This includes, but is not limited to, any controversy, claim, counterclaim, dispute or disagreement arising out of, in connection with or relating to any one or more of the following: (1) the interpretation, execution, administration, amendment or modification of the Agreement; (2) any account; (3) any charge or cost incurred pursuant to the Agreement; (4) the collection of any amounts due under the Agreement or any account; (5) any alleged contract or tort arising out of or relating in any way to the Agreement, any account, any transaction, any advertisement or solicitation, or your business, interaction or relationship with us; (6) any breach of any provision of the Agreement; (7) any statements or representations made to you with respect to the Agreement, any account, any transaction, any advertisement or solicitation, or your business, interaction or relationship with us; or (8) any of the foregoing arising out of, in connection with or relating to any agreement which relates to the Agreement, any account, any transaction or your business, interaction or relationship with us. If either party elects to arbitrate, the Claim shall be settled by BINDING ARBITRATION under the Federal Arbitration Act (“FAA”). This agreement to arbitrate shall include any Claim involving our officers, directors, employees, agents, representatives, contractors, subcontractors, parent, subsidiaries, affiliates, successors, assigns, any third party that assigned any agreements to us and any of the respective employees, officers, agents or directors of such affiliates or third parties, and any such Claim against any of those parties may be joined or consolidated with any related Claim against us in a single arbitration proceeding. In addition, if we become a party in any lawsuit that you have with any third party, whether through intervention by us or by motion made by you or any third party, we may elect to have all claims in that lawsuit between you and such third party to be resolved by BINDING ARBITRATION under this agreement.
The arbitration shall be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures For The Resolution Of Consumer-Related Disputes (the “Arbitration Rules”) in effect at the time the demand for arbitration is filed. In the event of a conflict between the Arbitration Rules and this Agreement, this Agreement shall control, except that, in the event that the AAA determines that any provision of this Agreement does not comply with applicable standards stated in the AAA’s Consumer Due Process Protocol, the standards of the Protocol shall control. We will tell you how to contact the AAA and how to get a copy of the Arbitration Rules without cost if you ask us in writing to do so. Or, you may contact the AAA directly at 1-800-778-7879 (toll free) or at www.adr.org.
If the AAA’s Supplemental Procedures for Consumer-Related Disputes apply to your Claim and if your Claim for actual damages does not exceed $10,000, you shall be responsible for paying one-half of the arbitrator’s fees up to a maximum of $125. If your Claim for actual damages exceeds $10,000 but does not exceed $75,000, you shall be responsible for paying one-half of the arbitrator’s fees up to a maximum of $375. For any Claim that does not exceed $75,000, we will pay all other arbitrator’s fees and costs imposed by the administrator of the arbitration.
If your Claim is a consumer-related claim for actual damages that exceeds $75,000, or if it is a non-monetary consumer-related Claim, or if it is not a consumer-related Claim, you shall be responsible for paying the administrative costs and arbitrator’s fees as provided in the AAA’s Commercial Fee Schedule. Additionally, in the case of a consumer-related Claim for actual damages in excess of $75,000 or for non-monetary damages, and in the case of any non-consumer-related Claim, the prevailing party in an arbitration proceeding may seek to recover its expenses for administrative fees and arbitrator(s)’ fees from the other party in accordance with the Arbitration Rules. The final award by the arbitrator(s) pertaining to such a Claim can apportion the administrative fees and expenses and arbitrators’ fees between you and us as part of the award, as the arbitrator(s) determines is appropriate.
The fees and costs stated in this Agreement are subject to any amendments to the Arbitration Rules and fee and cost schedules of the AAA. The fee and costs schedule in effect at the time you submit your Claim shall apply. The Arbitration Rules permit you to request a deferral or reduction of the administrative fees of arbitration if paying them would cause you extreme hardship. Each party also has the option of filing an action in small claims court for any Claim or disputes within the scope of the small claims court’s jurisdiction.
The arbitration of any Claim of $100,000 or greater shall be conducted by a panel of three arbitrators. The arbitration of any Claim of a lesser amount shall be conducted by one arbitrator. The arbitrator(s) shall be selected from the AAA’s panel of arbitrators by mutual agreement between you and us. If we cannot agree on the arbitrator(s), the AAA shall appoint the arbitrator(s). Except as expressly provided in this agreement to arbitrate, no Claim may be joined with another dispute or lawsuit, or consolidated with the arbitration of another Claim, or resolved on behalf of a class of similarly situated persons, or brought as private attorney general or on another similar representative basis. All statutes of limitation, defenses, and attorney-client and other privileges that would apply in a court proceeding shall apply in the arbitration. Any in-person arbitration hearing will be held in the federal judicial district embracing Birmingham, Alabama, or in the state where you reside if we have a branch office in that state. Any dispute regarding whether a particular controversy is subject to arbitration, including any claim of unconscionability and any dispute over the scope or validity of this agreement to arbitrate disputes or of this entire Agreement, shall be decided by the arbitrator(s). The arbitrator(s) shall establish such reasonable procedures as may be necessary for the reasonable exchange of information between the parties prior to such arbitration. In rendering an award, the arbitrator(s) shall apply applicable contract terms, statutes and legal precedent and shall follow the Federal Rules of Evidence, enforce applicable privileges, and employ applicable burdens of proof. The arbitrator(s) shall award only such relief as a court of competent jurisdiction could properly award under applicable law. The arbitrator’s findings, reasoning, decision, and award shall be set forth in writing and shall be based upon and be consistent with the law of the jurisdiction that applies to the Agreement. Any appeal of the arbitration award shall be governed by the FAA. Judgment on the arbitration award may be entered in any court having jurisdiction.
This agreement to arbitrate does not limit the right of you or us, whether before, during or after the pendency of any arbitration proceeding, to exercise self-help remedies such as set-off, repossession, trustee’s sales and the like. This agreement to arbitrate does not limit the right of you or us, whether before or during the pendency of any arbitration proceeding to bring an action (individually, and not on behalf of a class) to obtain provisional or ancillary remedies or injunctive relief (other than a stay of arbitration) to protect the rights or property of the party seeking such relief. However, the arbitrator(s) shall have the power to vacate and/or stay any such proceedings or orders granting provisional or ancillary remedies or injunctive relief, upon application by you or us. The taking by either you or us of any of the self-help remedies or by filing any action in court, including but not limited to the actions described in the preceding sentence, shall not be deemed to be a waiver of the right to elect BINDING ARBITRATION of any Claim upon the filing of a counterclaim or the like by either you or us in response to any such action. You and we specifically acknowledge and agree that this Agreement evidences a “transaction involving commerce” under the FAA, and hereby waive and relinquish any right to claim otherwise. You and we hereby acknowledge, agree and stipulate that Regions Bank is a multi-state banking organization engaging in interstate banking; Regions Bank’s deposits are federally insured; the funds deposited in any account flow through interstate commerce; and we regularly use the services of businesses located in other states in opening and administering accounts.
If any term or provision of this agreement to arbitrate disputes and waiver of jury trial is held to be invalid or unenforceable, the remaining provisions shall be enforced without regard to the invalid or unenforceable term or provision; provided, that if you or we seek to bring a joined, consolidated, or class action for arbitration, and if the foregoing prohibition against the arbitration of joined, consolidated or class actions is held by an authority of competent jurisdiction to be invalid or unenforceable, the arbitration agreement between you and us shall be deemed inapplicable to such joined, consolidated or class action, to the effect that any permitted and lawful joined, consolidated or class action shall be adjudicated in accordance with the provisions of applicable law and shall not be resolved through arbitration (provided further, that the jury trial waiver shall, in any event, remain in full force and effect to the fullest extent permitted by law).. This agreement to arbitrate disputes and waiver of jury trial shall survive the closing of your account and/or the termination of any Service, and shall also survive as to any Claim covered within the scope of this Agreement.
Whether any controversy is arbitrated or settled by a court, you and we voluntarily and knowingly waive any right to a jury trial with respect to such controversy to the fullest extent allowed by law.
16. No Unilateral Alterations to this Agreement or any Enrollment Form by You. Neither this Agreement nor any enrollment form may in any way be altered by you without our express written agreement. Any attempt by you to alter either this Agreement or any enrollment form without our express written agreement shall be void and shall have no legal effect. You hereby agree to indemnify and hold us harmless from and against any and all claims, losses, liabilities, penalties, expenses and punitive and other damages (including without limitation reasonable attorneys’ fees) directly or indirectly resulting from, relating to or arising in connection with any successful or unsuccessful attempt by you to alter either this Agreement or any enrollment form without our express written agreement. You acknowledge and agree that no practice or course of dealing between you and us, nor any oral representations or communications by you and/or any of our agents, employees or representatives, which vary the terms and conditions of this Agreement shall constitute a modification or amendment of the terms and conditions of this Agreement.
17. Waivers. No delay or omission by us in exercising any rights or remedies under this Agreement or applicable law shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy shall not preclude further exercise of that right or remedy or the exercise of any other right or remedy. No waiver shall be valid unless in writing and signed by us. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. Where this Agreement or applicable law permits us to take action, or not to take action, in our discretion on any matter, any action, or inaction, on our part with respect to such matter shall not obligate us to repeat such action, or inaction, with respect to similar matters that may subsequently arise.
18. Assignment. You may not assign or transfer this Agreement, or any of your rights thereunder, without our prior written acknowledgement and consent, which may be granted or withheld in our absolute discretion. We may assign this Agreement and/or any or all of our rights thereunder, or delegate any or all of our responsibilities thereunder, to any third party or parties in our discretion and without notice to you, subject to the requirements of applicable law. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
19. Data Recording. When you use the Services, the transaction and other information you enter may be recorded. By using the Services, you consent to such recording.
20. Change of Terms; Electronic Disclosures. We have the right to change the terms of this Agreement (including the separate sections hereof) and/or the fees, charges, features, operational elements, and other terms and conditions applicable to the Services, at any time and from time to time in our discretion. Any changes we make will be effective as of the time we determine, with or without notice to you, provided that we will furnish you with notice of changes as required by applicable law. Subject to any notice requirements provided by applicable law, you expressly agree that we may from time to time in our discretion add to, modify, and/or delete administrative and operational features and elements applicable to the use of the Services (including, without limitation, User’s Guides) and/or make any changes that are in your favor without notice to you. If you do not agree to any change or amendment relating to terms and conditions of this Agreement or the Services, you must terminate your use of the Services. By using any of the Services after any such change or amendment, you agree to that change or amendment. You agree that we may send change of terms notices to you, as well as any information, disclosures, and/or notices relating to the Services (including, without limitation, the Web Statements and the Other Statement Material) in electronic form, either by posting such information, disclosures, and notices at the Trust Online website (or the website we designate) or by transmitting them, or notice of the availability thereof at the applicable website, to the e-mail address you have provided us in connection with your use of the Services. You specifically acknowledge and agree that we may periodically transmit to you by e-mail welcome notices, reminders, tips, inactivity notices, and other messages concerning the use of the Services. Subject to the terms and conditions of the E-Sign Consent that you have accepted in connection with your enrollment in the Services, you further agree and specifically confirm that we may provide you with an electronic record, via electronic messaging or delivery as provided above, of any and all disclosures and information that we are required by applicable law or regulation to provide in writing. You will be deemed to have received such notices or disclosures three (3) days after we post them at the Trust Online website (or the website we designate) or transmit them, or notice of the availably thereof at the applicable website, to your e-mail address, as applicable, whether or not you have retrieved them by that time. You acknowledge and agree that any present or future election by you to include your name in any internal database that we maintain in order to keep a record of who does not wish to receive electronic messaging, generally, shall not apply to or affect your agreement in this Agreement to receive electronic information, disclosures and/or notices relating to the Services, as provided herein. We reserve the right at any time, in our discretion, to mail to your address that appears in our records, or otherwise transmit to you pursuant to any other method to which you have agreed in connection with your Service Account, paper copies of any information, disclosures and/or notices relating to the Services in lieu of or in addition to electronic versions thereof.
21. Delays. You agree that we shall not be liable for any delay in the performance or nonperformance of the Services resulting from any federal or state law, regulation or rule, the order of any court of competent jurisdiction, any Act of God, war, epidemic, strike, lockout, riot, weather conditions, equipment failure or malfunction, material shortage, electrical power disruption or shortage, communication failure or any other condition or circumstance not within our reasonable control.
22. Applicable Law. Regardless of where you live or work or where you access the Services, this Agreement will be governed by the substantive laws (excluding conflict of laws principles) and regulations of the United States and the state in which our office where your Service Account was established is located.
23. Venue. Except as otherwise provided by the terms and conditions of this Agreement, any proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the state in which our office where your Service Account was established is located.
24. Illegal Purposes. You agree not to use the Services for any illegal purpose or in breach of any contract or agreement by which you are bound, and you agree to comply with all applicable laws, rules, and regulations in connection with the Services. You further agree not to initiate or attempt any transaction, inquiry, or activity that is not permitted under or available through the Trust Online Services. You acknowledge and agree that we have no obligation to monitor, review or evaluate your transactions for legality and that we may presume that all of your transactions are legal in all applicable jurisdictions. However, we reserve the right to decline any transaction that we believe is an illegal transaction or a high-risk transaction in any applicable jurisdiction. To the fullest extent permitted by law, you further agree that we are not responsible for the recovery or reimbursement to you of any funds transferred in connection with any transaction authorized by you that is determined to be illegal. You certify that you have legal capacity to enter into this Agreement under applicable law. The Services and any application for deposit or other services at our website are solely offered to the citizens and residents of the United States of America and may not be accessed while outside the United States . If you choose to use the Services from locations outside the United States , you do so at your own risk.
25. Construction of Defined Terms. As appropriate, the singular number shall include the plural and the plural shall include the singular.
26. Headings. The headings used in this Agreement are for convenience only and shall not be held to limit or affect the terms of this Agreement.
27. Severability. If a court of competent jurisdiction, or arbitrator as applicable, finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.
28. Verification. You authorize us to investigate or reinvestigate at any time any information provided by you in connection with your application for and enrollment in Trust Online, or the use of any Service in connection therewith, and to request reports from credit bureaus and consumer reporting agencies for such purposes.