ADDENDUM TO UNIVEST ONLINE BANKING AGREEMENT

Transcription

1 ADDENDUM TO UNIVEST ONLINE BANKING AGREEMENT This Addendum ( Addendum ) to the Univest Online Banking Agreement (the "Online Banking Agreement") between you and Univest Bank and Trust Company ("Univest") sets forth the terms and conditions of Univest s Mobile Check Deposit Service (the Check Deposit Service ), which allows you to deposit certain checks into qualified Univest deposit accounts via an application (the App ) installed on your supported mobile device or other enabled and compliant electronic device. The App is considered part of the Check Deposit Service. The Check Deposit Service is an additional service added by Univest to its Anytime Mobile Banking Service. 1. Definitions. Unless otherwise provided, words used in this Addendum that are also used in the Online Banking Agreement have the meanings set forth in the Online Banking Agreement, except that the terms we, us, our, Univest, and Bank refer not only to Univest or its affiliates but also to third parties who assist Univest in providing the Service ( Third Party Service Providers ). The terms you and your refer to Customer as that term is defined in the Univest Online Banking Agreement. 2. Governing Agreements. Your use of Univest s Check Deposit Service is subject to this Addendum and to the following, all of which are considered part of this Addendum and incorporated herewith: a. Any terms and conditions of use of the Check Deposit Service posted on the Univest internet websites, and (the "Website(s)"). b. The terms or instructions appearing on the Website and elsewhere when enrolling for, activating, accessing, or using Univest s Mobile Banking Service or the Check Deposit Service. c. Univest s rules, procedures and policies, as amended from time to time, that apply to (i) the Mobile Banking Service, (ii) the Check Deposit Service, or (iii) any deposit account you maintain with Univest for which you have requested, and Univest has approved, linkage to Univest s Mobile Banking Service and the Check Deposit Service (each an "Approved Account"), and each Approved Account will continue to be subject to any separate deposit account or other agreement applicable to such Approved Account. If this Addendum conflicts with any such separate agreement to which an Approved Account is subject, then this Addendum will control and take precedence, unless this Addendum expressly states otherwise. d. The provisions of the Online Banking Agreement, all of the terms and conditions of which, except as modified by this Addendum, remain in full force and effect. e. The then-current rules and regulations, if any, of any funds transfer system or payment system used in connection with any Approved Account. f. State and federal laws and regulations, as applicable. 3. Fee. You agree to pay Univest the following fee(s) for the Service as follows: $9.99 per month for non-consumer customers and $0.00 for consumer customers. You understand and agree that fees may be changed from time to time. You further understand and agree that the fee for the Service is separate and apart from any other charges that may be assessed by your wireless carrier for text messages or other forms of communication sent to or received from Univest. You are responsible for any fees or other charges that your wireless carrier may charge for any related data or message services, including without limitation for short message service. 4. Equipment. To use the Check Deposit Service, you must have a supported mobile wireless handheld device (e.g., IPhone ; other smartphone; ipad or similar tablet computer; etc.) with a supported camera, Web Browser, and a supported operating system, (in each case, a "mobile device"), have a data plan for your mobile device, and download the App to your mobile device (collectively, after downloading the App, 1

2 the Mobile Device ). Univest does not guarantee that your particular mobile device, mobile device camera, mobile device operating system or mobile carrier will be compatible with the Check Deposit Service. 5. License and Use of the App and Related Software. a. Ownership. You acknowledge and agree that Univest retains all ownership and proprietary rights in the Check Deposit Service, associated content, technology, and website(s). You further acknowledge and agree that a third party provider or licensor to Univest ("Licensor") is the owner of all right, title and interest in and to the downloaded software comprising the App to be used for access to the Check Deposit Service from Univest and the computer programs contained therein in machine readable object code form as well as any accompanying user documentation along with all subsequent copies, updates or versions thereof which are made available to you (if any), regardless of the media or form in which they may exist (collectively the "Software"). b. License. Subject to the terms and conditions of this Addendum, you are hereby granted a limited, nonexclusive license to use the Software in accordance with the terms of this Addendum. All rights not expressly granted to you by this Addendum are hereby reserved by the owner of the Software. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the Software. This Addendum and your use of the Check Deposit Service may be terminated in accordance with the provisions of this Addendum. Upon termination, you agree to immediately destroy all copies of the Software in your possession or control. c. Restrictions. You shall not: (i) modify, revise or create any derivative works of the Software; (ii) decompile, reverse engineer or otherwise attempt to derive the source code for the Software; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) remove or alter any proprietary notices, legends, symbols or labels in the Software, including, but not limited to, any trademark, logo or copyright. d. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED THAT THE SOFTWARE WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. YOUR USE OF THE SOFTWARE AND ANY OTHER MATERIAL OR SERVICES DOWNLOADED OR MADE AVAILABLE TO YOU THROUGH THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THEIR USE. e. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR, UNIVEST, ANY OF THEIR CONTRACTORS OR PROVIDERS, OR ANY OF EACH OF THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, LIABILITY OF LICENSOR, UNIVEST, OR ANY OF THE OTHER PERSONS OR ENTITIES DESCRIBED IN THE PRECEDING SENTENCE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE SHALL NOT EXCEED IN THE AGGREGATE THE LESSER OF $10.00 OR THE SUM OF THE FEES PAID BY YOU FOR THIS LICENSE AND THE CHECK DEPOSIT SERVICE. f. Remedies. In the event that you attempt to use, copy, license, sublicense, sell or otherwise convey or to disclose the App or any other part of the Check Deposit Service, in any manner contrary to 2

3 the terms of this Addendum, Univest shall have, in addition to any other remedies available to us, the right to injunctive relief enjoining such actions. 6. Limitations. When using the Check Deposit Service, you may experience technical or other difficulties. Univest does not assume responsibility for any such difficulties or any resulting damages that you may incur. For security reasons, the Check Deposit Service has qualification requirements, and Univest reserves the right to change these qualifications at any time. Univest further reserves the right to change, suspend or discontinue the Check Deposit Service, in whole or in part, or your use of the Check Deposit Service, in whole or in part. Except as may otherwise be provided elsewhere in this Addendum, reasonable prior notice of any changes encompassed by the previous two sentences shall be given to you, which notice may be posted on the Univest Website. Univest reserves the right to limit the number of Mobile Devices through which you may access the Check Deposit Service. Except as expressly provided in this Addendum, deposits made through the Check Deposit Service are subject to all limitations and terms set forth in the relevant deposit agreement governing your Univest Approved Account(s) as they may be modified from time to time, including, but not limited to, those related to deposit acceptance, crediting, collection, endorsement, processing order and errors. 7. Eligible Checks and Items. a. You agree to scan and transmit only checks as that term is defined in Federal Reserve Regulation CC ( Reg CC ) and only those checks that are permissible under this Addendum or such other items as we, at Univest s sole discretion, elect to include under the Check Deposit Service. You also agree that the image of the check transmitted to Univest shall be deemed to be an item within the meaning of Article 4 of the applicable Uniform Commercial Code. You further agree that you will not use the Check Deposit Service to scan and deposit any checks or other items as listed below: i.. Checks or items payable to any person or entity other than you. ii. Checks or items containing alteration to any of the fields on the front of the check or item (including the MICR line), or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn. iii. Checks or items previously converted to a substitute check, as defined in Reg CC. iv. Checks or items drawn on a financial institution that are not part of the U.S. Federal Reserve Bank System. v. Checks or items that are remotely created checks, as defined in Reg CC. vi. Checks or items not payable in United States of America dollars. All items presented through the Check Deposit Service must be denominated in U.S.A. dollars. vii. Checks or items dated more than 6 months prior to the date of attempted deposit. viii. Checks or items which have already been deposited at Univest or another financial institution, on which a stop payment order has been issued, or for which there are insufficient funds. ix. Checks or items prohibited by Univest s current procedures relating to the Check Deposit Service or which are otherwise not acceptable under the terms of your Univest deposit account(s). b. Nothing in this Addendum shall be construed as requiring Univest to accept any check or item for deposit unless the check and its electronic submission meets the requirements of this Addendum, 3

4 even if Univest has accepted that type of check or item previously, nor shall Univest be required to identify or reject any checks or items that you may scan and deposit that fail to meet the requirements of this Addendum. 8. Security of Your Mobile Device and Account Information. You are responsible for the following.: a. Maintaining confidentiality and security. Maintaining the confidentiality and security of your Mobile Device, access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Check Deposit Service (collectively, "Access Information"). b. Preventing unauthorized access. Preventing unauthorized access to or use of the information, files or data that you store, transmit or use in or with the Check Deposit Service (collectively, "Account Information"). You agree not to supply your Access Information to anyone. You will be responsible for all electronic communications, including image transmissions, and other data (collectively, "Communications") entered using the Access Information. Any Communications received through the use of the Access Information will be deemed to be sent or authorized by you. You agree to notify Univest immediately if you become aware of any loss, theft or unauthorized use of any Access Information, including your Mobile Device. Univest reserves the right to deny you access to the Check Deposit Service (or any part thereof) if Univest believes that any loss, theft or unauthorized use of Access Information has occurred. 9. Image Quality. a. The image of a check or item transmitted to Univest using the Check Deposit Service ( Check Image ) must be legible. The Check Image must comply with the standards established from time to time by the American National Standards Institute, or any higher standard set by us, and with any requirements set by any clearing house Univest uses or with which Univest has an agreement regarding processing checks or items. You agree that Univest shall not be liable for any damages resulting from poor Check Image quality, including those related to rejection of or the delayed or improper crediting of such a check or Item, or from any inaccurate information you supply regarding the check or Item. b. You understand and agree that Univest is not obligated to accept for deposit any Check Image that Univest in its sole discretion determines to be ineligible for the Check Deposit Service. Ineligible items include Check Images of items listed in Paragraph 7 of this Addendum, as well as Check Images that are illegible, and Check Images with unreadable magnetic ink character recognition ("MICR") information. c. You understand and agree that even if Univest does not identify a Check Image as ineligible, the Check Image may be returned to Univest because, among other reasons, the Check Image or any Substitute Check created from the Check Image is deemed ineligible by the financial institution upon which it is drawn or any intermediate collecting financial institution. Univest s failure to identify a Check Image you transmit to Univest as ineligible shall not preclude or limit your obligations. 10. Endorsements and Procedures. Before imaging and transmitting to Univest any check or other item, you agree to restrictively endorse any check or item transmitted through the Check Deposit Service as For deposit only, Univest account # or as otherwise instructed by Univest. You agree to follow any and all other procedures and instructions for use of the Check Deposit Service as Univest may establish from time to time. You agree to supply any information in your possession that Univest requests regarding a check or item deposited or attempted to be deposited through the Check Deposit Service. 4

5 11. Receipt of Checks and Items; Crediting. a. Univest reserves the right to reject any check or item transmitted through the Check Deposit Service, at Univest s discretion, without liability to you. Provisional credit is granted in accordance with all applicable rules of Univest s funds availability policy, chargeback policies, and all other rules in your Univest deposit account contract terms and conditions. Univest is not responsible for checks or items Univest does not receive in accordance with this Addendum or for Check Images that are dropped or damaged during transmission. A Check Image of a check or item shall be deemed received when you receive an electronic confirmation that Univest received the image. Receipt of such confirmation does not mean that the transmission was error free, able to be processed or complete, or that funds will be credited for that check or item. b. As provided in the relevant deposit agreement(s) governing your Univest deposit account(s) and subject to Univest s Funds Availability disclosure, deposits received and accepted before 6:00 PM EST (the Cutoff Time ) on a Business Day are credited on the same day and deposits received and accepted after the Cutoff Time on a Business Day are credited on the next Business Day. Univest may establish later Cutoff Times for checks and items deposited via the Check Deposit Service, crediting your Univest deposit account(s) for such checks and items even if received and accepted after the applicable Cutoff Time specified in the relevant deposit account agreement governing your Univest deposit account. In the event that Univest establishes later Cutoff Times for checks and items deposited via the Check Deposit Service, Univest reserves the right to change the Cutoff Times at any time as permitted by law. Regardless of whether Univest establishes later Cutoff Times for checks and items deposited via the Check Deposit Service, you understand and agree that checks and items must be received and accepted by Univest before the applicable Cutoff Time and must not be incomplete, illegible or erroneous to be eligible for same-day crediting. 12. Availability of Funds. Univest will make fund available for checks and items received, accepted, and successfully processed through the Check Deposit Service according to Univest s standard funds availability policy for your Univest deposit account used in conjunction with the Check Deposit Service. 13. Disposal of Transmitted Checks and Items. After a check or item has posted to your Account, you agree to prominently and permanently mark the check or item as Electronically Presented or VOID. You agree never to re-present to Univest or any other party a check or item that has been deposited through the Check Deposit Service unless Univest notifies you that the check or item will not be accepted for deposit through the Check Deposit Service. You will promptly provide any check or item, or a sufficient copy of the front and back of the check or item, to Univest as requested to aid in the clearing and collection process, to resolve claims by third parties with respect to any check or item, or for Univest s audit purposes. You agree to destroy or otherwise properly dispose of each original check or other item that has been accepted for deposit through the Check Deposit Service ninety (90) days after the check or item has cleared following the deposit date to ensure that such original checks and items are not represented for payment. You understand that a paper shredder is one such method to assure disposal or destruction. Prior to such disposal or destruction, you agree to safeguard such checks and items in a secure location in order to provide them to Univest if requested to do so. You understand and agree that you are responsible if an original check or other item is misused following submission by Check Image deposit through the Check Deposit Service. 14. Deposit Limits. Univest reserves the right from time to time to (i) impose limits on the dollar amount(s) and/or number of deposits (over a period of time set by us) that you transmit using the Check Deposit Service ( Deposit Limits ), and (ii) modify such Deposit Limits at Univest s sole discretion. Consumer accounts are allowed up to 5 check deposits per day and a $2,500 aggregate limit on check deposits per day and are allowed up to 10 check deposits per month and $5,000 aggregate limit on check deposits per month for checks or other items processed through the Check Deposit Service. Nonconsumer accounts are allowed up to 10 check deposits per day and a $5,000 aggregate limit on check deposits per day and are allowed up to 20 check deposits per month and $25,000 aggregate limit on check deposits per month for checks or other items processed through the Check Deposit Service. 5

6 Customers may also request an increase in limits that are at the sole discretion of Univest. If you exceed the Deposit Limits established for you, Univest may in its sole discretion accept or refuse the Check Image deposit. If at any time Univest accepts a Check Image deposit that exceeds your Deposit Limits, Univest will have no obligation to do so in the future. 15. Presentment. The manner in which the checks and items are cleared, presented (or re-presented) for payment, and collected shall be in Univest s sole discretion as set forth in the relevant deposit account disclosure. 16. Promises You Make to Univest; Indemnity. a. Your Promises. Each time you use the Check Deposit Service, you promise, represent and warrant to Univest the following: i. You will only transmit eligible, genuine, unaltered, original checks and items that you are entitled to enforce. All checks and items will include all signatures and endorsements required for their negotiation. All checks will be payable to you and/or organizations for which you are a lawful and authorized signer. ii. Check Images will meet Univest s image quality standards in effect at the time of deposit. iii. You will not transmit an image or images of the same check or item to Univest more than once and will not deposit or negotiate, or seek to deposit or negotiate, such check or item with any other party. iv. You will not deposit or re-present the original check or item with Univest or any other party, and will not assign, transfer, indorse, or negotiate the original check or item to any other party following your transmission of the Check Image of the original check or item to Univest unless following receipt of your submission, Univest notifies you that the Check Image is ineligible and not accepted for deposit or that the Check Image or any substitute check created from the Check Image is refused by the financial institution upon which it is drawn. v. All information you provide to Univest is accurate and true, that you have not altered any original check or other item or any Check Image, and that you have reviewed the Check Images to ensure that all Check Images transmitted to Univest accurately reflect the front and back of the check or item at the time it was imaged. vi. You will fully comply with this Addendum and all applicable rules, laws and regulations. vii. You will use the Check Deposit Services only for your own deposits, accounts for which you are a lawful and authorized signer, and will not allow the use of the Check Deposit Service by way of a service bureau business, timesharing, or otherwise disclose or allow use of the Check Deposit Service by or for the benefit of any third party. b. Your Indemnification. You agree to indemnify, defend, and hold harmless Univest and its agents and employees from any loss for breach of any of the foregoing promises, representations and warranties or the terms of this Addendum. You also shall indemnify, defend, and hold Univest and its agents and employees from and against all liability, damage and loss arising from any claims, suits, or demands, brought by third parties with respect to any Check Image, substitute check, or original check or other item processed through the Check Deposit Service. 17. Changes to the Check Deposit Service. Univest reserves the right to terminate, modify, add and/or remove features from the Check Deposit Service at any time in Univest s sole discretion, and to notify you of such changes through any reasonable means, including posting such notification on the Website. You may reject changes by discontinuing use of the Check Deposit Service. Your continued use of the Check Deposit Service after the date of any such change to the Check Deposit Service shall constitute your 6

7 acceptance, receipt of notification of, and agreement to such changes. Maintenance to the Check Deposit Service may be performed from time-to-time resulting in interrupted service, delays or errors in the Check Deposit Service, and Univest shall have no liability for any such interruptions, delays or errors. Attempts to provide prior notice of scheduled maintenance will be made, but Univest cannot guarantee that such notice will be provided. 18. Cancellation by You; Termination or Refusal by Us. You may cancel the Check Deposit Service at any time by calling and allowing Univest a reasonable opportunity to act upon your request. If you cancel, Univest will not refund any portion of any fees assessed for any checks and items previously deposited via the Check Deposit Service. Univest will have no obligation to honor any instruction, in whole or in part, that (i) Univest reasonably believes is used for any illegal or improper purpose or activity; (ii) Univest has reason to believe may not be authorized by you; (iii) would violate any law, rule or regulation applicable to Univest or the Check Deposit Service; (iv) is not in accordance with any other requirement stated in this Addendum or any of Univest s policies, procedures or practices; or (v) for Univest s protection or yours, Univest has reasonable cause not to honor. Univest reserves the right to refuse to honor an instruction or to suspend or terminate the Check Deposit Service, in whole or in part, at any time, with or without notice to you, with or without cause, including, without limitation, if: (a) Univest has reason to believe that your account has been compromised or mismanaged in any way, such as by unauthorized or erroneous use of your Access Information; or (b) Univest believes the Check Deposit Service is not being used for its intended, bona fide and lawful purposes under this Addendum and the Online Banking Agreement; (c) Univest has reason to believe the Check Deposit Service is being used in an anti-competitive manner or contrary to Univest s business interests; (d) your Account is closed, access to your Account is restricted for any reason, or if you do not use the Check Deposit Service for a period of time or (e) following initial enrollment you do not use the Check Deposit Service. Termination will not affect your liability or obligations under this Addendum, the Online Banking Agreement or any other agreements you have with Univest for actions Univest has taken on your behalf. 19. Third Party Beneficiary. You agree that Univest s Third Party Service Providers, including Jack Henry and Associates, Inc., may rely upon the provisions of this Addendum, including its disclaimer of warranties and any limitations of liability and that such Third Party Service Providers are, for the purpose of this Addendum, third party beneficiaries to this Addendum with the power to enforce this Addendum. 20. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF THE CHECK DEPOSIT SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNIVEST DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE CHECK DEPOST SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. UNIVEST MAKES NO WARRANTY THAT THE CHECK DEPOSIT SERVICE (I) WILL MEET YOUR REQUIREMENTS, (II) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (III) THAT THE RESULTS OBTAINED FROM THE CHECK DEPOSIT SERVICE WILL BE ACCURATE OR RELIABLE, AND (IV) THAT ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED. 21. Liability. WE ARE ONLY RESPONSIBLE FOR PERFORMING THE SERVICE AS EXPRESSLY STATED IN THIS ADDENDUM. THERE IS NO GUARANTEE THAT ACCESS TO THE SERVICE WILL BE AVAILABLE AT ALL TIMES AND WE SHALL NOT BE LIABLE IF YOU ARE UNABLE TO ACCESS THE SERVICE. THE SERVICE IS PROVIDED AS IS AND, EXCEPT AS PROHIBITED BY LAW, WE AND OUR THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SERVICE, APP, EQUIPMENT OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY PARTIES PROPRIETARY RIGHTS. IN NO CASE SHALL Univest OR ANY OF OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, OR SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE SUFFERED BY YOU ARISING OUT OF OR RELATED TO THIS ADDENDUM, THE APP, THE SOFTWARE, THE EQUIPMENT OR THE SERVICE 7

8 WHETHER OR NOT SUCH CLAIM FOR DAMAGES IS BASED ON TORT OR CONTRACT OR WHETHER WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, EXCEPT AS MAY BE REQUIRED BY LAW. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNIVEST S AND OUR THIRD PARTY SERVICE PROVIDERS LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. 22. Miscellaneous. This Addendum is hereby incorporated by reference into and subject to the provisions of the Online Banking Agreement, including, but not limited to its provisions regarding arbitration (if you did not reject the arbitration provision), amendment and indemnification. If any portion of this Addendum is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. 23. Geographic Constraints. You agree that you will not use the Check Deposit Service in locations that are prohibited under U.S. law and regulations, including laws and regulations issued by the Office of Foreign Assets Control. 24. Notices. You agree that Univest may provide you with all disclosures, notices, and other communications about the Check Deposit Service, and any future amendments or changes or additions to this Addendum, in electronic form. Univest will provide all future updates to the Addendum by posting the updated Addendum on the Website. At your request, Univest agrees to provide you with a paper copy of this Addendum. You may request paper copies of this Agreement by calling Univest at Your consent to receive notices and updates in electronic form only will apply for as long as you use the Check Deposit Service. You may withdraw your consent at any time by choosing to cancel the Check Deposit Service. Univest may amend or change the terms and conditions stated in this Addendum (including changes in the fees and charges hereunder) by giving notice to you in accordance with at least the minimum notice required by law or regulation before the effective date of the amendment or change. Amendments may include adding new terms or conditions and deleting existing terms and conditions. Prior notice need not be given where an immediate change in terms or conditions is necessary to maintain or restore the security of the Check Deposit Service or the safety of Univest's relationship with you or is otherwise required immediately by law or applicable regulation. Univest shall thereafter promptly advise you of any such change in writing. 25. Business Accounts. The following provisions are applicable to Business Accounts. "Business Accounts" mean sole proprietorships, partnerships, limited liability companies, corporations, and other forms of business organization that are not "consumer" accounts and are not maintained primarily for personal, family, or household purposes. a. For Business Accounts using the Check Deposit Service, Univest is not responsible for any loss, injury or damage, whether direct, indirect, special, consequential, exemplary, economic or otherwise, caused by the Check Deposit Service or the use of the Check Deposit Service except as otherwise expressly provided for in this Addendum or by applicable law. By using the Check Deposit Service to access your Business Accounts, you are responsible for any unauthorized use of the Check Deposit Service and any loss or damages incurred due to the unauthorized access to your Business Accounts b. If your deposit activity through the Check Deposit Service exceeds your Deposit Limits, Univest reserves the right to disable your access to the Check Deposit Service and provide you with information on other business banking electronic deposit options that may be available to you. c. If any person authorized access through the Check Deposit Service to conduct transactions on any Business Account is no longer authorized, it is your responsibility to notify Univest. Univest shall not be liable or responsible to you for any transactions conducted on a Business Account by any person whose authority to conduct transactions is no longer in effect until Univest is expressly notified and has had a reasonable opportunity to address such circumstance. 8