Access Agreement

The following Agreement represents the Business Online Banking Agreement between You, your “Company” and Connecticut Community Bank, N.A., the “Bank” and is to be considered a supplement to all other agreements and account disclosures provided to you at account opening or from time to time.

The Bank has agreed to provide the following services to the Company on the terms and conditions described herein.

The Company agrees to comply with all existing and future operating and security procedures used by the Bank for the processing of transactions initiated using this service.  The Company further agrees to comply with all Deposit Account Agreements previously provided by the Bank and as they may be amended from time to time, in addition to all applicable state and federal laws and regulations.  These agreements, laws and regulations shall be incorporated herein by reference.

The Company agrees not to utilize this service to originate any unlawful Internet gambling transactions through the Automated Clearing House service, Wire Transfer service or any other means made available to you by maintaining a deposit account with Connecticut Community Bank, N.A.  Unlawful Internet gambling means to place, receive, or otherwise knowingly transmit a bet or wager by any means which involves the use, at least in part, of the Internet where such bet or wager is unlawful under any applicable Federal or State law or Tribal lands in which the bet or wager is initiated, received or otherwise made.  By maintaining an account with the Bank you agree to notify us if your account is ever used for Internet gambling.

The Company agrees to pay the fees for access to and use of the services, as published by the Bank from time to time.  The Bank may change the fees charged to the Company at any time, provided the Bank notifies the Company thirty days in advance of any increase in fees.

The Company agrees to maintain with the Bank at least one demand deposit account with sufficient available funds in the account to support any and all transactions initiated through the Business Online Banking service.  If at any time there are not sufficient funds in the account to cover all outstanding transactions and other payment obligations of the Company, the Company agrees to pay the Bank immediately, on demand, the amount of any deficiency in such transactions and obligations, along with related fees.  The Bank may, without prior notice or demand, obtain payment from the Company for any of its obligations under this Agreement by debiting any account of the Company at the Bank. 

The Company hereby acknowledges and agrees that the Bank shall have the right of setoff against any and all fees, returns and refunds owed the Bank by the Company under this Agreement.

The Company shall be responsible for the accuracy, propriety and legitimacy of all entries submitted to the Bank for processing through the Business Online Banking service.  If the Company discovers that any entry it has initiated was in error or was unauthorized, it will notify the Bank immediately.  The Company will notify the Bank, within fifteen days after the mailing of the account statement, of any discrepancy between the account statements and any records of transactions initiated through the service.  Failure of the Company to notify the Bank of any discrepancies within the time frame will preclude the Company for asserting claims for damages or other liabilities against the Bank.

The Company understands the availability of the Business Online Banking service is conditioned upon the operation and availability of those computer services and systems provided by the Bank’s third party Vendor(s) providing said services.  The Business Online Banking service is provided by Open Solutions, Inc.   The Open Solutions System utilizes a comprehensive security strategy to protect your accounts and transactions.  In the event of failure or interruption of service, including but not limited to those technologically related, the Company shall be responsible for implementation of alternative plans.

The Company warrants and agrees that it shall be solely responsible for protecting against unauthorized access to the Business Online Banking service and any and all losses and damages arising from unauthorized access.  The Company warrants and agrees that it shall establish physical security, passwords and other security procedures as required by the Bank necessary to ensure confidentiality of access features.  The Bank will provide the Company with an Administrator User ID and password to the Company designated authorized individual named in this Agreement.  The Company shall be solely responsible for designating its authorized representatives and the actions of the persons designated by the Administrator to use the Bank service.  The Company warrants and agrees to implement additional security measures as the Bank may require, from time to time.  This may include, but is not limited to, callback procedures, dual authorization procedures, the use of a token for passcode origination, additional software on the Company owned equipment to secure banking transactions and/or other security measures as the Bank may implement from time to time.

The Company agrees to and warrants that it will limit access to the service, associated passwords and other security devices or procedures, to persons who have a need to know such information; to train employees on required security procedures; to closely monitor the activities of employees who access the Bank service; prohibit employees or others from initiating entries without proper supervision and adequate controls; and to remove users immediately that are no longer deemed authorized to use the Business Online Banking service.

The Bank may require the Company to change its passwords or update its security procedures at any time.  The Company warrants and agrees that it shall change its passwords periodically and any time any previously authorized employee is no longer employed or authorized to use this service. The Bank reserves the right to deny access to any employee of the Company if it cannot confirm to its satisfaction any person’s authority to access the service or if the Bank believes such action is necessary for security reasons.

The Company warrants and agrees that it is responsible for any data breach relating to its network and for maintaining the security of its computer network and environment by installing appropriate firewalls, virus protection, anti-spyware, malware protection or other protective devices and software; and for educating its employees to limit the potential risks associated with online banking and related transaction processing.  The Company agrees to indemnify the Bank from and against any and all claims, demands, losses, liabilities, and expenses, including attorneys’ fees and costs that result directly or indirectly from the breach of any warranty made by the Company in connection with this Agreement, including but not limited to any failure of the Company to perform its security obligations as set forth in this Agreement.

The Bank reserves the right to deny access to any service within Business Online Banking if the Bank believes sufficient funds are not available for the initiated transaction or the transaction may be unauthorized or security measures/procedures may not have been used by the Company as required.

Small Business Services:

The system provides the following services:

• Administration – This service contains all administrative functions including end user maintenance, activity reporting, balance alerts, account maintenance, password modification and the inactivity timeout setting.The Company Administrator has access to all of the administrator options including the setup of additional users within the Company and assigning/limiting areas of access.
• Balance Reporting – This provides account summary information and allows detailed information for a specific account.This service also allows for the creation of customized reports and file exporting to select accounting software packages or Excel spreadsheets.
• Stop Payment Service – This allows you to submit a stop payment request online for an individual check or range of checks drawn against your Online accounts. Standard stop payment fees will apply. You may not use this service to request a stop payment on a bill payment you authorized using the Bill Payment Service.
• Account Transfers – You may transfer funds between your Bank accounts to make one-time transfers or recurring transfers.
• Check Images – This service allows you to view images of checks paid from your account for the previous six months.
• Other Services – You may request services such as account research, photocopies of checks or statements, etc.Standard copy and research fees apply.
• Email – This service provides you with the ability to contact the Bank.Please do not provide confidential information within any email sent to the Bank

The monthly fee associated with the Small Business services has been provided previously.

The Company must notify the Bank immediately, in writing, if the Company Administrator leaves your employ or you otherwise revoke authority and access to these services.  The Company remains fully responsible for all use of the services occurring before you notify the Bank and we have had a reasonable opportunity to act upon this notice.

Cash Management Services:

Cash Management includes all of the services noted above for Small Business and those additional services listed below.

The Company agrees the Bank may establish both a daily transaction limit on all services and a dollar limit on transactions related to Bill Payment, ACH Origination and Wire Transfers.

If the Company has requested all or some of the services listed below then it has agreed to pay the additional fees associated with the use of these services as described in the Bank’s fee schedule.

Bill Payment Service – This service allows the Company to direct payment from the Bill Payment Account to third parties (businesses and individuals) you wish to pay.  The designated Bill Payment Account must be a business checking account. There is an additional fee for this service.

Payments to third parties have a per transaction limitation of $15,000.00.  Any payments made through this service must be payable in U.S. dollars to a payee located in the continental United States.  The Company may not purchase securities through the Bill Payment service.

The Company may choose to schedule payments to recur in the same amount at regular weekly, monthly or semimonthly intervals.  You may not, however, schedule two identical payments (same payee, same dollar amount) to be processed on the same day.  If you do, the Service will assume a duplicate payment has been scheduled in error and will cancel one of the scheduled payments.

The Bank is only responsible for exercising ordinary care in processing and sending payments upon your authorization in accordance with this Agreement.  We will not be liable in any way for damages the Company may incur if there are not sufficient funds in the Bill Pay Account to make the payment on the processing date, for delays in mail delivery, for changes to the payee’s address or account number unless you have advised us of the change sufficiently in advance, for the failure of any payee (or third party acting on payee’s behalf) to correctly process, account for and/or credit the payment in a timely manner, or for any other circumstances beyond the control of the Bank, including but not limited to any delays or failures in processing a payment due to any acts or omissions of a third party.  Company agrees to indemnify the Bank from and against any and all claims, demands, losses, liabilities, and expenses, including attorneys’ fees and costs that result directly or indirectly from the failure of Company to maintain sufficient funds in the Bill Pay Account to make payments on requested processing dates.

By requesting and accessing the Bill Payment Service, the Company agrees to the terms and conditions described in the Electronic Funds Transfer section that follows.

Wire Transfers – Authorized Company users can set up electronic wire transfer requests within the system, following Bank required security procedures, to wire funds up to the Bank approved dollar limit.  Wire transfers can be set up as one-time only requests or as templates for repetitive wires. 

All wire transfer requests are subject to the terms and conditions of the Bank’s Commercial Wire Transfer of Funds Agreement.  Any request for an electronic wire transfer received without a properly executed Commercial Wire Transfer of Funds Agreement on file with the Bank will not be acted upon.

Unless the funds transfer order specifies a later date, we will use reasonable efforts to execute a funds transfer order received from you on the day the order is received, or the next business day if we receive it after the Bank’s cut-off hour or on a day we are not open, providing there are sufficient available funds and all security procedures have been followed.

The Company and its employees agree to exercise good faith and reasonable care in observing and maintaining security procedures to detect unauthorized transactions or use of the service.  The Company agrees to use appropriate encryption standards for entries involving banking information that is transmitted or exchanged via an unsecured electronic network.  The Company is liable for any loss or damage resulting from negligence, or unauthorized, fraudulent or dishonest acts committed by current and/or former authorized individuals of the Company or by the failure to utilize the security procedures provided by the Bank. The Bank shall not be responsible for any unauthorized wire transfer requests due to a breach of the Company’s network or computers used to initiate online banking transactions. The Company agrees to hold the Bank harmless from any costs, claims or expenses it may incur in connection with the use of this service.

Wire transfer fees according to the Bank’s current fee schedule will apply.

Wire Transfer Notices – Notices may be mailed via U.S. Postal Service, faxed or emailed based upon the instructions received from you.

ACH Origination – The ACH services provide an automated, electronic means to send and receive payments.  The service includes the ability to process transactions such as employee payroll and expense payments and to receive payments such as rents, membership dues, lease payments, etc.  There is an additional fee for this service.

If requesting the ACH Origination Service, the Company agrees to implement the required security procedures and to the terms and conditions described in the Automated Clearing House section below and to the ACH Operating Rules & Guidelines, as published. 

Automated Clearing House Agreement – By requesting the ACH Origination service and by accepting this Agreement, you are applying for authorization to originate automated clearinghouse payment instructions using the Business Online Banking service and are further agreeing to implement the required security procedures as provided by the Bank.  The Company and the Bank agree that effective with the acceptance of this Agreement, the following procedures shall apply to the ACH payment instructions for transactions from and to the Company’s account(s) at the Bank:

The Company agrees and warrants that it and its employees shall perform the obligations under this Agreement in accordance with all applicable laws, federal and state regulations and ACH Operating Rules & Guidelines. The Company acknowledges its responsibility to obtain a copy of the ACH Operating Rules at www.nacha.org and operate in compliance with the Rules.  The Company shall be bound by and comply with the rules as in effect, and modified from time to time.  It is the Company’s obligation to obtain, retain, and provide copies of authorizations, particularly with regard to consumer authorizations as required under Regulation E.  The Bank shall have the right to audit the Company for compliance with this Agreement and with any applicable ACH Operating Rules & Guidelines as published.


OFAC -  You acknowledge that you may not transmit entries that violate the laws of the United States, including sanctions enforced by the Office of Foreign Assets Control ("OFAC") of the United States Treasury Department, as in effect from time to time. You warrant that you will not violate OFAC-enforced sanction and will not act on behalf of, or transmit funds to or from, any party subject to such sanctions. Furthermore, you acknowledge that it is your responsibility and not ours to obtain information regarding OFAC-enforced sanctions. Such information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC or from the OFAC's Web site at
http://www.ustreas.gov/ofac.

The Company warrants that it will comply with all security measures set forth in this Agreement and as may be required by the Bank.  Company agrees to indemnify the Bank from and against any and all claims, demands, losses, liabilities, and expenses, including attorneys’ fees and costs that result directly or indirectly from the failure of the Company to perform its security obligations as outlined herein, or any other obligation as Originator under ACH Operating Rules & Guidelines.

If the account number and the name of the receiver contained in any entry do not relate to the same account, the Receiving Depository Financial Institution may rely solely on the account number contained in the entry for purposes of posting the entry to the receiver’s account.

The Company agrees to maintain an account at the Bank with sufficient available funds for your origination requests. The Bank will process origination requests when received.  Debit originations must be received no later than 6:00 p.m.ET the business day prior to the effective date of the request.   Credit originations must be received no later than 6:00 p.m.ET two days prior to the effective date.   If there are insufficient funds in your account at the time the request is processed, the origination will not occur.

ACH transactions will be reflected on your periodic statement.  You must review your statement and notify the Bank immediately with any discrepancies, unauthorized transactions or errors in connection with your ACH payment instructions.  The Company and its employees agree to exercise good faith and reasonable care in observing and maintaining security procedures to detect unauthorized transactions or use of the service.  The Company agrees to use appropriate encryption standards for entries involving banking information that is transmitted or exchanged via an unsecured electronic network.  The Company is liable for any loss or damage resulting from negligence, or unauthorized, fraudulent or dishonest acts committed by current and/or former authorized individuals of the Company or by the failure to utilize the security procedures provided by the Bank.

The Bank shall not be liable to any third party or for any act or omission of yours or any third party related to an ACH origination transaction, including but not limited to any delay by an ACH operator (working on the Bank’s behalf) or any Receiving Depository Financial Institution in processing any credit or debit the Bank transmits on the Company’s behalf, or any failure to process or credit any ACH origination transaction, or any other acts or omissions of a third party.  The Bank shall not be responsible for any unauthorized ACH payment due to a breach of the Company’s network or computers used to initiate online banking transactions. The Company agrees to hold the Bank harmless from any costs, claims or expenses it may incur in connection with the use of this service.

Electronic Funds Transfer – The Bank is hereby authorized to debit or credit all of the Company’s accounts associated with the Business Online Banking service and which shall be maintained with sufficient available balances to cover all withdrawals according to transactions selected by the Company through the use of this service.  

The Bank will not be liable for any transfer requests that are not completed due to insufficient funds in the Company’s account(s).

The Company is responsible for all electronic funds transfers that it authorizes. If the Company has allowed use of these services or access to its accounts by other individuals, the Company is responsible for any transactions that may occur. The Company agrees to hold the Bank harmless from any loss, costs, claims or expenses from a transaction processed through the Banks Business Online Banking service that is discovered to be fraudulent.

When any payment or other online service generates items to be charged to your account, you agree that the Bank may debit your account without requiring your signature on the item and without prior notice, including any related fees.

Theses rules and regulations supplement all other agreements between the Company and the Bank, and rules and regulations that may govern the Company’s accounts with the Bank.

General – The Company and the Bank agree that all bill payments, fund transfers, ACH originations and other services will be subject to and comply with all applicable federal and state laws and regulations including but not limited to operating circulars of the Federal Reserve System, the Internal Revenue Code, the operating rules of networks and systems such as the National Automated Clearing House or any other regional ACH network that may be used and all Office of Foreign Asset Control regulations.  Failure to comply with applicable rules and regulations may result in the Company being liable to the Bank for any fines or penalties assessed against the Bank pursuant to those rules and regulations.

The Company may terminate this Agreement by submitting a request in writing to the Bank.

The Bank may terminate this Agreement if the Company defaults on its obligations contained in this Agreement, in the event of any bankruptcy proceedings by or against the Company or if the Bank believes a security risk is possible if the services continue.

The Bank reserves the right to terminate this Agreement if the Company has not used the services for three months.  All fees will be charged until the termination of the services.

The Bank’s business days are Monday through Friday except Federal banking holidays.  Customer service staff is available to assist you between the hours of 8:30 a.m. and 5:00 p.m. ET.  The services contained in this Agreement are available 24 hours a day, seven days a week except for periods of system maintenance or upgrades.

The Bank may modify the terms and conditions of this Agreement by mailing, emailing or delivering a notice of the modifications to the Company at the address shown on our account records or by posting a copy on our web site. By continuing to use the Business Online Banking service the Company agrees to and accepts all changes and/or modifications to the Agreement.

 
August 2023