Sterling Savings Bank
Business Net Banking
Terms and Conditions

Sterling Savings Bank offers a variety of products and services to meet your banking needs. This document ("BNB Agreement" or "Agreement") contains product information, disclosures and descriptions of the Business Net Banking Services ("Services") available at Sterling Savings Bank, as well as the terms and conditions applicable to your use of the Services ("Terms and Conditions").

When you use any of the Services, authorize others to use them, or create circumstances that have the effect of granting others access, you agree to these Terms and Conditions, as supplemented or amended by your Business Net Banking Service Application ("BNB Application"), the Business Net Banking Services Statement of Fees ("BNB Statement of Fees"), and any user or operating manuals, separate software agreements, or procedural rules we provide you, as amended from time to time (collectively, the "Service Rules"). Please read all documents carefully because they will govern the Services provided to you

In addition to this BNB Agreement, the services we provide you shall also be subject to the following: (i) the provisions of the ACH Terms and Conditions, Funds Transfer Agreement, and accompanying disclosures and statement of fees, which govern the Deposit Accounts and other depository services provided to your business, including, without limitation, the Business Account Disclosures and Regulations ("Disclosures and Regulations"), (ii) Article 4A of the Uniform Commercial Code, (iii) any applicable automated clearing house operating rules, including without limitation, the National Automated Clearing House Association Operating Rules and Guidelines (collectively referred to as the "NACHA Rules"), and (iv) Federal, state and local laws and regulations applicable to you or the Bank, including without limitation the regulations promulgated by the Office of Foreign Assets Control ("OFAC"). If there is an inconsistency between this BNB Agreement and the Disclosures and Regulations governing your Deposit Accounts, this BNB Agreement will govern, but only to the extent of the particular Business Net Banking product or Service provided.

These Terms and Conditions are a supplement to other information and disclosure documents governing your account(s) at Sterling Savings Bank. This BNB Agreement is not meant to replace any such agreements that govern your accounts at Sterling Savings Bank that will be accessed through the Services. Sterling Savings Bank may amend these terms from time to time and you will be notified of any amendments that affect your rights or obligations.

Each of your accounts at Sterling Savings Bank, which are accessed by the Services, continue to be governed by the applicable Disclosures and Regulations as they may be amended from time to time.

I Introduction
  1. Definitions. Unless otherwise noted with respect to specific Services, the following terms shall have the following meanings:
    1. “Agent” means any director, officer, employee, representative, affiliate, third-party vendor or any other person acting on behalf of the Customer with the actual, implied or apparent authority of Customer. Bank may rely on any grant of authority until it receives written notice of its revocation and is given a reasonable amount of time to act upon such notice.

    2. "Authorized Signer(s)" eans the person(s) designated as such by Customer in Customer's Application, or such other format as may be agreed to by Bank.

    3. "Authorized User" means each person who is appointed as an Agent by an Authorized Signer, the Corporate Administrator(s), and each person who the Bank, in good faith, believes is an Authorized User.

    4. “Bank” (as well as "Sterling", “we”, “us,” and “our(s)”) means Sterling Savings Bank.

    5. “Customer” (as well as "you" and "your") means the business entity and any parent company, subsidiary or affiliate for whom Bank provides a Service.

    6. “Deposit Account” means a checking, savings, or money market deposit account with the Bank.

    7. “Service(s)” means the Sterling Business Net Banking services for which you have applied.

    8. “Business Day” means any day on which we are open for business, except Saturdays.


  2. No Third Party Beneficiaries/Third Party Claims
    Services provided by Bank are for the sole and exclusive benefit of Customer, and no other persons or organizations shall have any of the rights and remedies arising under this Agreement. Customer agrees to indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities and damages of third parties of any nature, whatsoever, including, without limitation, reasonable attorney fees and court costs at trial or appeal arising directly or indirectly from any Service delivered to Customer pursuant to this Agreement.

  3. Disclaimer of Warranties
    Bank makes no warranties, express or implied, in law or in fact, including, without limitation, implied warranties of fitness for a particular purpose and of merchantability, either to Customer or to any other party, with respect to the Services provided by Bank or its Agents or with respect to software products provided or made available by Bank to the Customer for its use in connection with this Agreement and any Service.

II Terms
  1. Proprietary Information
    Customer acknowledges that all computer programs and systems used in providing Services, and all information related thereto constitute proprietary property of Bank and/or Bank's licensors that is of great commercial value. Customer agrees that it shall not acquire any proprietary interest or rights therein as a result of its use of the Services and shall keep all such proprietary information strictly confidential.

  2. Representations and Warranties
    Customer and Bank each represent and warrant to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and each Service used or performed by it; (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained.

  3. Financial Review
    Bank’s willingness to provide Services to Customer is dependent on the Customer’s financial condition. Customer’s financial condition is subject to review by Bank from time to time, and such reviews must be satisfactory to Bank in its sole discretion and opinion. Customer shall, upon request, provide to Bank any such information as Bank may require to perform any such review. Customer’s failure to meet such standards or provide such information or assistance when requested shall constitute a breach of this Agreement and shall permit Bank to cease providing Services immediately.

  4. Fees
    Unless otherwise agreed by Bank in writing, Customer shall pay Bank the fees, charges and assessments set forth for the Services provided in the most current fee schedule. The price for each Service shall be deemed accepted by Customer upon provision of the Service to Customer. In addition, Customer shall pay Bank the amount of any sales, excise, or similar taxes levied on fees charged pursuant to this Agreement, and any assessments charged to Bank directly as a result of providing the Services. Bank may change the amount or type of Service charges from time to time without advance notice to Customer. Fees for Services used by Customer may be charged in full to Customer’s master billing account or may be offset through account analysis by applying earnings credit to Customer’s Service charges to determine a single monthly net Service charge. Customer authorizes Bank to debit Customer’s master billing account with Bank for any and all fees, expenses or other charges owed by Customer to Bank under this Agreement.

  5. Accounts
    Unless otherwise determined by the Bank, at its sole discretion, to be eligible to use the Services, the Customer must maintain an active business checking account in good standing with Sterling.

  6. Security Interest
    Customer grants to Bank a consensual possessory security interest in Customer’s Deposit Accounts maintained with Bank and the funds held therein to secure payment of all of Customer’s obligations under this Agreement.

  7. Authorized Signers and Users
    Customer agrees that Authorized Signers shall be authorized to act on behalf of Customer in all actions taken under this Agreement and may enter into all transactions contemplated in this Agreement, including, without limitation, selecting Services for the benefit of Customer, appointing Agents to act on behalf of Customer, signing additional documentation that may be necessary to implement Services and giving Customer’s instructions with regard to any Service, including, without limitation, wire transfers, ACH transfers and other electronic or paper transfers from or to any account Customer maintains with Bank. The Authorized Signer(s) may appoint Agents who may act on behalf of Customer for a particular Service in accordance with the relevant document(s) or system settings establishing the Authorized Users’ responsibilities. Customer may revoke the authority of or change the Authorized Signers or Authorized Users at any time upon prior written notice or execution of system settings and/or execution of additional documentation required by Bank. Such change or revocation shall not be binding upon Bank until it has received the required written notice or system setting change and has had a reasonable opportunity to act thereon. In any event, Bank may act on instructions that it believes in good faith were provided by an Authorized Signer or Authorized User, or anyone purporting to be an Authorized Signer or Authorized User.

  8. Security Procedures
    1. Introduction: Introduction: Bank shall from time to time establish one or more Security Procedures to be used by Bank and Customer in connection with certain Service(s) . Customer agrees to be bound by any payment order, transaction or service change order that is acted upon by Bank in accordance with such security procedure. Customer understands that the security procedures are not for the purpose of detecting errors in the transmission or content of information controlled by Customer. If Customer selects certain Security Procedures to use in connection with a Service and those Security Procedures provide less protection against unauthorized transactions or activity than other Security Procedures offered by Bank in connection with such Service, the Security Procedures selected by Customer shall be deemed commercially reasonable to the same extent as the Security Procedures offered by Bank that provide greater protection. Bank reserves the right to issue new Security Procedures and/or to cancel or change any Security Procedures from time to time.

    2. Access: Customer shall be solely responsible for designating individuals authorized to access Services and shall be liable for all transactions initiated through the Services, including overdrafts. Access to Services will be controlled through the use of user names and passwords. All information disseminated and transactions initiated with the appropriate user names and/or passwords shall be presumed to have been disseminated and/or initiated by Authorized Users. Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use one or more of the Services or access to any information concerning one or more of the Services. Customer is solely responsible for removing previously Authorized Users that it desires not to have access to Services. Customer shall be solely responsible for any future dated transactions initiated by an Authorized User, even when Customer removes access of that User prior to the occurrence of a stored future dated transaction. Customer is responsible for maintaining the security and confidentiality of all user names and passwords and other security devices issued to or by Customer (collectively, “Customer’s Internal Security Devices”) . Customer shall not permit unauthorized individuals to use Customer's Internal Security Devices to access any Web Site or Services. Customer is responsible for the actions of any individuals using Customer's Internal Security Devices to access any Services. Customer shall promptly notify Bank if Customer has actual knowledge that the security of any Service or the web site(s) associated therewith has been compromised. Customer agrees to defend and indemnify Bank against any claims, losses, damages, costs, expenses, fines and other liabilities arising out of Customer’s failure to maintain the security and confidentiality of Customer's Internal Security Devices or arising out of the unlawful use of any Service by Customer or any person who obtains access to the Service using Customer’s Internal Security Devices.

    3. Confidentiality: Customer and Bank represent, warrant and mutually agree that all confidential information concerning the other party or parties that comes into its possession in connection with any of the Services including, without limitation, security procedures or any security codes, keys, user names, digital certificates/signatures or template numbers (“Codes”), will be maintained in strictest confidence and shall not be used or divulged to any other party except as may be necessary or advisable for the due performance of any of the Services or as required by applicable law. Customer is solely responsible for the procedures to assure the internal confidentiality of its own security procedures, security devices and codes and assumes all risk of accidental disclosure or inadvertent use of any security device by any party whatsoever, whether such disclosure or use is on account of Customer’s negligent or deliberate acts or otherwise. If Customer or its Agents have reason to believe that any security procedures or Codes have or may become known by unauthorized persons (whether or not employed by Customer), Customer shall immediately notify Bank by telephone and confirm such verbal notification in writing to Bank within 24 hours. Bank will replace the security procedures and Codes in accordance with Bank’s security procedures. Customer shall be solely responsible for funds transfer instructions and other communications initiated before Bank received Customer’s notice and had a reasonable time to act on such notice. Bank reserves the right to change any or all of the security procedures or codes by giving verbal or written notice to the Customer. Customer’s obligation to maintain the confidentiality of all security procedures shall survive the termination of any Service or this Agreement.

    4. Verbal and/or Written Instructions: For some Services, Bank may choose to honor Customer’s request to give Bank verbal or written instructions regarding the Services. Customer agrees that Bank may in good faith rely on such verbal or written instructions that purport to come from an Authorized Agent without independent verification by Bank.

    5. System Requirements. Customer shall at all times use an Internet web browser that supports the level of encryption used by Bank as part of its security procedures. Bank reserves the right to supplement or change its security procedures from time to time upon reasonable notice to Customer, which the Customer acknowledges may be less than a day's notice. Bank reserves the right to reject any transaction or service request that is not made in accordance with its security procedures.

    6. Corporate Administrator. Customer shall designate one or more "Corporate Administrator(s)". Bank is authorized to direct all passwords, codes, program updates and System changes to the Corporate Administrator. Bank is authorized to receive instructions from the designated Corporate Administrator with regard to requested changes to the Services. The Corporate Administrator shall be responsible for setting up Internet services and for establishing internal security procedures related to such Internet services, including, without limitation, accepting delivery of software, system-wide configuration of Bank accounts, establishing authority levels, establishing authorization requirements, and distributing user names, passwords, Bank administered security devices, and other internal security devices related to the Internet services. Customer's designation of the Corporate Administrator may be amended or revoked from time to time upon notice to Bank. Bank shall have a reasonable time to act on any such notice.

      For Services provided under this Agreement, the Customer’s designated Corporate Administrator(s) may appoint Authorized Users. Authorized Users may act on your behalf for a particular Service in accordance with the relevant Service Application Form or another document establishing the Authorized Users’ responsibilities.

    7. Solicitation of Login IDs and/or Passwords. Sterling is not now conducting, nor do we ever conduct, any email or Internet-based requests for customers to supply their Login IDs and/or Passwords for any accounts. Never reveal your Password information to any individual including Sterling employees.

    8. Electronic Mail. Bank requests that Customer not send Bank or ask for sensitive information, etc. via any general or public E-Mail system. Within the Service is a “secure Email” service that may be used to transmit electronically sensitive information from the Customer to the Bank. Customer agrees that Bank may take a reasonable period of time to act on any message. If Customer needs to contact Bank on an urgent matter, to report the loss of Passwords or Login IDs, or an unauthorized transaction from one of your accounts or for any other urgent need, please call Bank immediately at -1-800-650-7141 or send email message (containing non-sensitive information) to email address: netbanking@sterlingsavings.com.

    9. Electronic Transmissions and Instructions. Customer may elect to send or receive instructions or reports from Bank related to Services via electronic means, including, without limitation, facsimile transmission, voice mail, unsecured e-mail, pager or other electronic or telephonic methods (“Electronic Transmission”). Customer acknowledges that such Electronic Transmissions are an inherently insecure communication method due to the possibility of error, delay and observation or receipt by unauthorized personnel. Bank may rely in good faith on Customer’s instructions regarding how and to what number or e-mail address Electronic Transmissions should be sent and may rely on any Electronic Transmission that it reasonably believes to have been initiated by the Customer. Should Customer elect to send or receive Electronic Transmissions to or from Bank, Customer assumes all risks, and Bank shall not be liable for any loss that results from the non-receipt, disclosure or alteration of any such Electronic Transmission.


  9. Information Reporting and Transaction Services. Information reporting and transaction services may be provided by Bank to Customer as part of the Service(s), or other systems as may be introduced ("System"). The System may also be used by Customer to automate many of the Services offered by Bank and also may provide access to other Bank systems that initiate transactions. Customer agrees that such use of the System shall be governed by this section and all other relevant sections of this Agreement. Customer agrees to be bound by any license agreement(s) associated with its use of the System.

    1. Information Reporting. Bank is authorized to store, process, transmit and make available through Bank’s agencies and systems and through third party data processing providers (“Providers”) information regarding accounts designated by Customer. Bank or Providers will transmit to Customer information regarding its account(s) at Bank and/or other financial data through the System on a periodic basis. Balance and related information for Customer’s non-Sterling accounts(s) may be made available by other financial institutions or Providers that input information into Bank's System. Bank will use reasonable care in submitting data into the System, but assumes no responsibility for the accuracy or timeliness of the account information and other financial data supplied by other financial institutions or Providers. Bank will make every reasonable effort to deliver information by the mutually agreed upon time, but does not guarantee a specific delivery time. Accordingly, Bank’s responsibility to Customer with respect to the delivery of information shall be to deliver such work as close to the agreed time as may be reasonably practicable.

    2. Security Procedures/Corporate Administrator. Customer agrees to operate the System in accordance with the procedures established by Bank. Bank reserves the right to reject any transaction or service request that is not made in accordance with these procedures. Customer agrees to designate one or more Corporate Administrator(s). Bank is authorized to direct all passwords, codes, program updates and System changes to the Corporate Administrator. Bank is authorized to receive instructions from the designated Corporate Administrator with regard to requested changes to the Services. The Corporate Administrator is responsible for setting up Services available through the System and for establishing internal security procedures related to such Services, including, without limitation, accepting software for delivery, system-wide configuration of Bank accounts, assigning users, establishing authority levels, establishing authorization requirements, distributing passwords,Bank administered security devices, and other internal security devices related to the Services. Designation of the Corporate Administrator may be amended or revoked from time to time upon notice to Bank. Bank shall have a reasonable time to act on any such notice. Customer is solely responsible for maintaining a secure work environment to ensure against use of the System by unauthorized individuals. Security procedures to be followed by Customer include, without limitation, informing Agents that any passwords and/or security devices should not be shared with anyone and to secure physical access to the terminals used for services when an Agent has logged on to the system or otherwise.

    3. Manuals, Documentation, and Training materials. Bank will provide Customer with documentation in paper or electronic format that will set forth the applicable System's policies and procedures with which Customer agrees to comply. Bank may, without prior notification, make amendments to any document. Bank owns or has obtained all proprietary rights to the documents and Customer agrees not to duplicate, distribute or otherwise copy Bank’s documents without Bank’s prior written consent. Any document will at all times remain the property of Bank and Bank reserves the right to request Customer to return all printed copies of such manual within thirty (30) days of termination of this Service.

    4. Customer Responsibilities. Customer will purchase (from Bank, in some cases) and provide all equipment and software necessary to use the applicable System in accordance with this Agreement. Bank shall have no responsibility and makes no warranties for such equipment or software. Customer agrees to use the System solely to conduct its business with Bank and agrees to limit access to those Agents who require access to the System. Customer agrees that in addition to other limitations to Bank’s liability elsewhere in this Agreement, Bank shall not be liable for any loss or damage arising directly or indirectly from the following:
      1. any inaccuracy or incompleteness in the input of an order or instruction from the Customer;

      2. any failure by Customer to obtain a confirmation of an order or instruction; or

      3. any cancellation or attempted cancellation by Customer of an order or instruction.

    5. Accuracy and Timeliness of Information. Accuracy and Timeliness of Information. Bank will use reasonable efforts to provide the information requested through the Services in a prompt fashion, but shall not be liable for temporary failure to provide timely information. In such event, Customer shall be responsible for carrying out banking business through alternative delivery channels. Bank shall not be liable for any inaccurate or incomplete information with respect to transactions which have not been completely processed or posted to Bank’s system prior to being made available pursuant to the Services. Information with respect to all transactions is provided solely for Customer’s convenience, and Customer shall have no recourse to Bank as to use of such information.


  10. Internet Based Services
    1. Equipment and Software. Customer is responsible for obtaining (from Bank, in some instances), installing and maintaining the computer and communications equipment (including, without limitation, personal computers and modems), software, web browsers, Internet access and communications services necessary to access and use the Services in accordance with this Agreement, all at Customer’s sole cost and expense. The Bank is not responsible for any errors or failures from any malfunction of your computer or software. Bank makes no warranty to Customer regarding your computer or software, including any warranty of merchantability or fitness for a particular purpose.

      Customer agrees to install upgrades and other system enhancements within a reasonable time of being requested to do so by Bank. License agreements for necessary software shall either be embedded in the software or separately documented.

      Customer agrees to comply with all applicable software license agreements, whether or not Customer has executed such agreements. Customer has no rights or ownership in any software provided by or through Bank and shall not transfer, copy, alter, modify, reverse engineer, reproduce, or convey in any manner, in whole or in part, any such software. Customer shall return all software and user manuals associated with any software upon request. Bank makes no representations or warranties with respect to any equipment or software provided by Bank. Bank is not responsible for any electronic virus or viruses that Customer may encounter. Bank is not responsible for any computer virus related problems that may be associated with the use of the Business Net Banking Service. The Bank has no liability to Customer for any damage or other loss, direct or consequential, which customer may suffer or incur by reason of Customer's use of its computer(s) or software.

    2. Antivirus Protection. Customer agrees to run antivirus software before transmitting data to or through any web site. Customer may use any commercially available, industry recognized antivirus software of the type that detects and disinfects viruses automatically, without the need for the Customer to execute virus scanning for each file manually. Customer shall update its antivirus software on a regular basis and in no event less often than once every month.

    3. Spyware & Firewall Protection. Customer agrees to secure its computer used to access Services by utilizing a computer firewall and running updated anti-spyware software, both of which must be acceptable to Bank in its sole discretion, to reduce the possibility of having the information captured and sent to unauthorized parties

    4. Service Unavailability. Access to the Service(s) may be unavailable without notice at certain times for the following reasons:

      • Scheduled Maintenance: there may be periods wherein the Service and its systems require maintenance or upgrades. These typically occur after business hours.

      • Unscheduled Maintenance: the Service may be unavailable when unforeseen maintenance is necessary.

      • System events, such as earthquakes, fires, floods, technical failures, telecommunications and internet service provider disruptions, or electrical outages, may interrupt Service availability. Although the Bank will undertake reasonable efforts to ensure the availability of the Service, the Bank will not be liable in any way for its unavailability or for any damage that may result from such unavailability.


    5. Disclaimers. BANK PROVIDES ALL INTERNET SERVICES ON AN “AS IS,” “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE INTERNET SERVICES OR THE CONTENT OR SECURITY OF ANY WEB SITE. BANK DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, BANK DOES NOT WARRANT THAT THE OPERATION OF ANY WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF ANY WEB SITE AND ASSUMES THE RISK OF SUCH OCCURRENCES.


  11. Bill Pay Service
    You authorize Sterling to transfer funds according to your submitted online payment requests. Payments will be deducted from your designated checking account and transferred to a designated vendor/merchant account via a 3rd party bill pay service provider of our choosing. Any request to discontinue Bill Pay service must be provided by written notification to Bank, which will have a reasonable period of time to act on such notice after its receipt. Payment will be initiated to your designated payees on the date you specified. Payment may be made either electronically or by physical check at the discretion of the bill pay service provider. Electronic payments may require up to three business days to be received by the payee. Paper check payments may require up to five business days to be received by the payee. Bank will not be liable for any late fees due to service interruptions or delays if the payment was not scheduled sufficiently prior to the due date. Funds will be debited from your designated checking account within 2 to 3 business days after the scheduled payment date regardless of when, or if, the payment is received by the payee. Requests to refund the amount of a payment to your checking account may take up to 10 business days to be processed. You acknowledge and accept responsibility for any financial loss or penalty if there are insufficient funds in your designated checking account when the debit of the bill pay payment amount occurs. Failure to have sufficient funds available may, at the Bank's discretion, result in the suspension or termination of Bill Pay Service and additional collection activities. Once an electronic payment has been made, Bank cannot implement a stop payment order. Once a paper-based payment has been made, Bank will use its reasonable best efforts to implement a stop payment order, although it may be unable to do so. If you wish to implement a stop payment order with respect to a paper-based payment made through the Bill Pay Service, you should immediately call Bank at 1-800-650-7141.

  12. ACH Services Agreements.
    Sterling has a program wherein it initiates credit and debit entries pursuant to the NACHA Rules (the "ACH Services"). In order to be eligible to utilize ACH Services, Customer must execute a supplemental ACH Product Service Application Form. All inconsistencies between the completed ACH Product Services Application Form, the ACH Terms and Conditions and this BNB Agreement shall be resolved in favor of this BNB Agreement, except for Section 27 of the ACH Terms and Conditions, which shall control in the case of any inconsistencies. Further, Customer acknowledges that the completed ACH Product Service Application is modified to the extent necessary to clarify that those individuals authorized to act include all Authorized Users.

  13. Funds Transfers
    1. Funds Transfer Agreement. Pursuant to a separate Funds Transfer Agreement, Customer authorizes Bank to transfer funds of Customer between any accounts of Customer at Bank when requested to do so in an instruction by Customer or any Authorized Agent to Bank. Any such transfer shall be in an amount not to exceed any limit established by Bank from time to time. To the extent of any inconsistency between the Funds Transfer Agreement and this BNB Agreement, this BNB Agreement shall govern.

    2. Procedures. Funds will be transferred in accordance with mutually-agreed upon security procedures. Such procedures are solely for the purpose of verifying the origination (but not errors in transmission or content) of funds transfer orders. Customer agrees that any such procedures are commercially reasonable. If a funds transfer order received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with such procedures, then such funds transfer order shall be deemed effective, and Customer shall be obligated with respect thereto.

    3. Priority. Bank in its sole discretion may execute fund transfers in any order convenient to Bank. Bank shall not be liable for failure to execute any funds transfer order for which Customer has not provided Bank with complete information or which would violate these Terms and Conditions, or any other agreement between Customer and Bank. Customer shall submit funds transfer orders to Bank prior to the daily cut-off time established by Bank from time to time. Any funds transfer order received by Bank after its daily cut-off time may be processed on the next Business Day. Customer assumes responsibility for verifying availability of funds at the time of funds transfer orders.

    4. Multiple Transfers. If more than one funds transfer is made at or about the same time and the available funds in the applicable account do not cover all of such funds transfer orders, Bank at its option may execute as many of such funds transfer orders as possible within the dollar limits of such available funds, in any order convenient to Bank.


  14. Stop Payments
    1. Introduction. Customer may maintain certain deposit accounts with Bank on which it draws paper-based payment orders (“Check(s)”). From time to time, Customer may request, as a Service, Bank to stop payment of a Check (“Online Stop”). Customer will initiate stop payment in accordance with the specifications established by Bank. Customer acknowledges and understands that the stop payment procedure outlined in this Section 14 does not apply to payments made pursuant to Bill Pay Service.

    2. Stop Payment Orders. A stop payment placed by the Customer using this Service shall be considered to be “in writing” for all legal purposes. Customer will not receive written confirmation of an order placed using this Service. Unless the time frame is otherwise modified by Bank from time to time, which Bank reserves the right to do, a stop payment order shall remain effective for twelve (12) months unless Customer removes the order before it expires.

    3. Customer Responsibilities. Customer is responsible to ensure that only those persons authorized by Customer to use this Service shall have access to the system and that those persons use it only in the manner authorized. Bank shall incur no liability for any damages caused by such unauthorized use. Customer is also responsible for ensuring that all orders contain accurate information, including, without limitation, the accurate name to which the Check is made payable, the Check number, the account number and the exact amount of the Check. Customer shall be liable to Bank for any damages or claims arising out of Bank’s refusal to pay a Check on which Customer has placed a stop, or paying any Check on which: (a) Customer has released the order; (b) the order has expired; (c) the order has been improperly or inaccurately entered in the Online Stops system; or (d) the order has not been entered in a timely manner. Customer is solely responsible for determining whether a check has been paid prior to initiating a stop payment order. Customer acknowledges that placing a stop payment order on a Check may not relieve Customer’s obligations on the Check or the underlying obligation.

    4. Bank’s Responsibilities. Bank will exercise good faith and ordinary care in implementing Customer’s instructions under the stop payment system. Should Bank inadvertently pay a Check or permit a transaction over a valid stop payment order, Customer is required to prove that a direct loss has been suffered and, if so, the amount of such loss. If Bank determines that it is legally obligated to credit the account, and in fact does so, Bank shall have all of Customer’s rights and remedies against the payee or the beneficiary of the transaction and Customer agrees to cooperate and assist Bank in its effort to collect the amount of the Check or transaction.


  15. Accounts at Other Bank
    Customer authorizes any other banks at which Customer maintains accounts which Customer has designated as covered by the Services to release all of such account information to Bank for release via the Services. Such other banks shall not be liable to Customer for providing such information to Bank and Customer through the Services. All of the provisions of these Terms and Conditions shall apply to such account.

  16. Telephone Recording
    Customer acknowledges, agrees and consents on behalf of itself, and its Agents, that Bank may monitor and record telephone conversations at any time without further notice to the parties to such conversations. The decision to record any conversation shall be solely in Bank’s discretion, and Bank shall have no liability for failing to do so.

  17. Transactions on Non-Business Days/Cutoff Times
    Transactions, deposits, payment orders, entries or other requests by Customer received by Bank on a non-Business Day or after cutoff deadlines established by the Bank, in its sole discretion, may be treated by Bank as received on the next Business Day. Bank may change any cutoff time or other deadline at any time. Bank will make a reasonable effort to notify Customer of any changes in advance.

  18. Customer-initiated Transactions and Instructions
    Bank will honor Customer’s transactions and instructions (including adjustments, amendments and cancellations) only when Customer has complied with this Agreement and related policies and procedures. Bank will be under no obligation to honor, either in whole or in part, any transaction or instruction that:
    1. exceeds Customer’s collected or available funds, on deposit with Bank, available through overdraft protection, or otherwise;

    2. Bank has reason to believe may not be authorized by Customer;

    3. involves funds subject to a hold, dispute or legal process preventing their withdrawal;

    4. violates any provision of any applicable regulation of the Federal Reserve Bank or any other federal, state or local regulatory authority, or

    5. Bank has reasonable cause not to honor, for the protection of either Bank or Customer.


  19. Inactivity
    You are responsible for complying with all the terms of this Agreement and with the terms of the agreement governing the bank accounts which you access using electronic banking services. We can terminate your electronic banking privileges under this Agreement without notice to you if you do not pay any required fee when due, if you do not comply with this Agreement, or the agreements governing your deposit accounts or your deposit account is not maintained in good standing. If you are not paying a monthly service charge for the Service, after 120 consecutive days of inactivity or any other time period of inactivity as deemed appropriate by Sterling for time to time, your Service may be automatically terminated without further notice. If your Service has been terminated you will need to register for a new Business Net Banking account if you wish to begin using the Service again.

  20. Customer Records
    This Agreement and the performance of Services by Bank shall not relieve Customer of any obligation imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting and review practices as are customarily followed by similar businesses. Customer shall retain and provide to Bank, upon request, all information necessary to remake or reconstruct any deposit, transmission, file or entry for thirty (30) days following receipt by Bank of the deposit, file, entry, transmission or other order affecting an account.

  21. Review Period
    Customer agrees to regularly and promptly review and verify all statements, reports, check payment records, wire transfer instructions, confirmations, adjustments, charges, and other transactions. Customer shall, within a reasonable time, which in no event shall be greater than thirty (30) calendar days following the day Bank first mails or otherwise makes data available to Customer (“Review Period”), notify Bank of any error or discrepancy between Customer’s records and any Bank notice or statement, or any transaction or transfer Customer believes was not authorized. If Customer fails to notify Bank of such unauthorized transaction within the Review Period, Customer agrees that the failure to report any such errors or unauthorized transactions shall relieve Bank of any liability for the unreported erroneous or unauthorized transaction. In accordance with NACHA rules, Customer must report an unauthorized ACH debit entry to the Customer’s account by the established deadline on the Business Day following the settlement date of the unauthorized entry. Otherwise, Customer's sole recourse is to the originator of the transaction.

  22. Limitation of Bank’s Liability for Services
    Customer acknowledges that Bank’s fees for Services are reasonable in relation to the amounts of transfers initiated through these Services and consequently Bank’s willingness to provide such Services is based on the fact that its liability is limited for this Service. Bank’s liability related to any Service shall, except as may be further limited herein, be limited exclusively to actual proven damages arising directly from its own gross negligence or willful misconduct. Bank will not, under any circumstances, be liable for any special, incidental, indirect, consequential, punitive or similar losses or damages, whether or not the likelihood of such losses or damages was known by either party at the time Customer first obtains Services from Bank or at the time any instruction or order is given to Bank pursuant to any Service, and whether such losses or damages arise from tort, contract or otherwise. Bank’s maximum liability for any loss of interest shall be calculated using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of San Francisco for the period involved. Notwithstanding the foregoing, Bank shall not be liable for any losses or damages caused, in whole or in part, by the action or inaction of Customer, or any Agent or employee of Customer, whether or not such action or inaction constitutes negligence or a breach of this Agreement. Bank shall not be liable for any damage, cost, loss, liability or delay caused by accident, strike, fire, flood, war, riot, terrorist act, equipment breakdown, electrical or mechanical failure, acts of nature, or any cause which is attributable to a third party, that was beyond Bank’s reasonable control. Customer agrees that the fees charged for the performance of the Services shall be deemed to have been established in contemplation of these liability limitations.

  23. Dispute Resolution
    1. Governing Law. Except as otherwise provided herein, this Agreement shall be governed by the laws of the state of Washington.

    2. Jury Trial Waiver. Bank and Customer hereby agree to waive trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether in tort, contract or otherwise) in any way arising out of, related to or connected with these Services or this Agreement. Bank and Customer represent and warrant to each other that this jury trial waiver is knowingly, willingly and voluntarily given.

    3. Jurisdiction and Venue. Customer consents to the jurisdiction of the courts of the state of Washington, waives any argument that such venue is inconvenient and, unless otherwise agreed to by Bank in its sole discretion, agrees to bring litigation commenced in connection with this Agreement in either the US District Court, Eastern District of Washington or Spokane County Superior or District Court.

    4. Collection Costs. Should Bank have to undertake any action to recover any amount due under this Agreement for the Services, including, without limitation, fees, overdrafts or overpayment, Customer will be liable to Bank for the cost of such effort, plus reasonable attorney fees in any civil or criminal court action or appeal there from.

    5. Adverse Claims. If Bank receives an adverse claim against any account, and Bank reasonably believes that it will not be protected if the claim is ignored, Customer agrees that Bank may place a hold on the affected account. Any such hold will remain in place only so long as reasonably necessary to resolve the claim or employ legal remedies to allow a court to decide such claim. Assuming compliance with this section, Bank shall have no liability for dishonored transactions due to the hold, and Customer agrees to reimburse Bank all costs, including attorney fees, incurred due to such adverse claim.


  24. Necessary Third Party Service Providers
    1. Third Party Networks. Some Services are provided by Bank through access to a third party network. Such Services are dependent upon the availability of the third party network on conditions acceptable to Bank. Bank reserves the right to discontinue the Service or provide the Service through an alternative third party network and shall have no liability should such network become unavailable. Bank does not warrant and shall not be responsible for Services received by Customer from any third party network.

    2. Third Party Vendors. Some Services and/or computer equipment and software are provided to Customer by a third party vendor selected by Customer who is unaffiliated with Bank. In those cases, the third party vendor is acting as Customer’s Agent rather than an agent of Bank, and Customer agrees to be bound with such third party's acts and omissions. Bank does not warrant and shall not be responsible for Services provided by unaffiliated third party vendors. Customer authorizes Bank to disclose to any third party vendor information concerning Customer to the extent required to deliver the requested Service.


  25. Notices
    All written notices to Bank shall be delivered or mailed to the address designated by Bank. Notices sent to Customer shall be delivered or mailed to Customer’s current lead account address or other known address if deemed more appropriate by Bank under the circumstances. Notices may be delivered to some customers in electronic format if requested or appropriate.

  26. Severability
    To the extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without rendering invalid, illegal or unenforceable the remainder of any such provision or the remaining provisions of this Agreement.

  27. Waiver
    A waiver by Bank or Customer of any term or provision shall not be construed as a waiver of such term or provision at any other time, or of any other term or provision.

  28. Assignment
    Bank may at any time assign or delegate its rights and duties under this Agreement. Customer may not assign or transfer its rights or obligations hereunder to any other person or entity without Bank's written consent, which consent shall not be unreasonably withheld.

  29. Termination
    Any Services may be terminated by either party upon 30 days’ prior written notice to the other. Bank may also terminate or suspend any Services without notice to Customer if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in Customer’s business or financial condition; (c) Bank has reason to believe that Customer has engaged in fraudulent or illegal activity; (d) Customer fails to maintain balances in accounts, or access to other funds through overdraft protection, sufficient to cover overdrafts; (e) Customer violates the terms of this Agreement, any Terms and Conditions or any financing arrangement with Bank; (f) Customer fails to provide financial information reasonably requested by Bank; (g) Bank determines it is impractical or illegal to provide any Services because of changes in laws, regulations or rules; or (h) Bank, in good faith, is unable to satisfy itself that any Services have been properly authorized by Customer. Notwithstanding any termination, the terms of this Agreement and the Service Terms and Conditions shall apply to all transactions which have been initiated prior to termination.