Business Mobile Capture Addendum To Agreement for Mobiliti™ Business (Mobile Banking Services) Business Accounts

Effective: 05/03/2023

This is an addendum to your Mobiliti Services Agreement (“Agreement”) and sets forth the additional terms and conditions for use of the Mobile Capture Service (Service) offered through First Westroads Bank (Bank) to you (Customer).  Except where modified by this Addendum, the Mobiliti Business Mobile Banking Services Agreement remains in effect. Terms defined in the Agreement that are not defined in the Addendum have the same meaning here. This Addendum and the Agreement constitute the entire agreement between us and you relating to Business Mobile Banking, supersede any other agreements relating to Business Mobile Banking, and may only be amended as provided in the Agreement. If there is a conflict between the Agreement and this Addendum, the terms in this Addendum will govern your use of Business Mobile Capture.

By signing then clicking the “Submit Form” button at the end of the enrollment form, you signify your agreement to all the terms, conditions, and notices contained and referenced in this document, as well as the Online Enrollment Form, and accept responsibility for your use of the Service. Please read these Terms and Conditions carefully before you accept them. If you choose to exit the form without clicking the ‘Submit Form’ button you will not be enrolled in the Service and will not be bound by this agreement.

1. Description of Service
Business Mobile Capture is a financial deposit management service that allows you to deposit checks into business Checking or Savings accounts that you are an authorized representative via capturing the image through your mobile device and securely transmitting the image through Mobiliti Business Mobile Banking.
The service may not be available on all types of mobile devices and we reserve the right to modify the scope of the service at any time.  First Westroads Bank makes no warranties that the Business Mobile Capture service will be error free, secure, and uninterrupted – you agree that the use of the service is at your own risk and on an “as is” basis.  
The Bank strongly recommends the use of Passwords on your mobile device, as well as anti-virus and mobile security software as an added layer of security to access the system.
We reserve the right to deny access to the use of our Business Mobile Capture Service without prior notice if the Bank is unable to confirm your authority to access the service or we believe such action is necessary for security reasons.

2. Hardware and Software
In order to use the Service, you must obtain and maintain, at your own expense, compatible hardware and software as specified in the Business Mobiliti Services Agreement.  Mobile Capture is available only to customers who are registered for BusinessConnect Internet Banking and have downloaded and installed the Mobile Banking Application to your smart phone device from your wireless service provider.  The Bank is not responsible for any third party software you may need to use the Service.  Any such software is accepted by you as is and is subject to the terms and conditions of the software agreement you enter into directly with the third party software provider at time of download and installation.  Data and messaging charges from your telecommunications provider may apply and you are responsible for any such charges. 

3. Qualifications
Business Mobile Capture is only available for commercial use and may only be used with First Westroads Bank business checking or savings accounts in which you are an authorized representative.
Use of the Service is subject to First Westroads Bank approval.  In order to be eligible to use the Service, your account(s) must meet qualification criteria set by First Westroads Bank.  We will review all accounts for which you are an authorized representative in order to determine your qualification for the Service.  We will notify you via the email address provided of our decision regarding your qualification for the Service.
For existing customers, you will be qualified for this service based on the following criteria:
For commercial use: You must be a customer of First Westroads Bank for no less than six months and thereafter you maintain your account in good standing, which includes at least continuing to make deposits consistent with your past practices, you are not in default on any loan obligation, and your account is not the subject of any legal or administrative order or levy, such as bankruptcy or a tax lien. You must have had an average available monthly balance in combination of all your accounts of no less than $1,000.00 in the last six months. You must not have had any overdraft activity within a six month period prior to using the product.
New Customers must be approved by a Bank Officer.  Lower item and daily limits may be granted for the first six months of the service.  The account will be reviewed after a six-month period.  If you meet all of the stated eligibility requirements, the limits may be increased as stated in the “Limits” section herein.

4. Termination
First Westroads Bank reserves the right to terminate this Agreement immediately upon providing written notice to you at your current address on record of such termination.  We may also, in our sole discretion, terminate your Service immediately (i) at any time your account goes into an overdraft status while using this service; (ii) there is an occurrence of a material change in your account activity or other risk analysis criteria as determined by us in our sole and absolute discretion; (iii) we at any time determine that you do not meet our risk or other qualification requirements; (iv) we discover any willful misconduct (including but not limited to types of fraudulent activity) on your part or any other party with respect to Electronic Images submitted for deposit by you; (v) upon termination of the account relationship between the parties; (vi) if you fail to comply with the terms and conditions of this agreement or any other agreement with us; (vii) upon termination of the software license agreement or (viii) any other event which causes Fiserv to be unable to provide the program to First Westroads Bank or you. The provisions protecting the proprietary rights of Fiserv and First Westroads Bank will continue in force after termination.
Either you or First Westroads Bank may terminate the Service, with or without cause, upon thirty (30) calendar days’ written notice to the other of its intent to do so, sent to you at your current address on record and sent to us at the following address:  First Westroads Bank, P.O. Box 241259, Omaha, NE  68124.  In the event of termination of the Service, your rights and responsibilities as well as ours, shall continue through any applicable settlement period, including your responsibility to pay us for Service and with respect to transactions processed prior to the effective date of termination. If Service is terminated by us, we may accelerate all amounts due and to become due, and you agree to promptly make full payment to us of all amounts due and amounts incurred by you through your use of our Service. 

5. Eligible Checks
You agree to scan and deposit only "checks" as that term is defined in Federal Reserve Regulation CC ("Reg. CC"). When the image of the check transmitted to First Westroads Bank is converted to an Image Replacement Document for subsequent presentment and collection, it shall thereafter be deemed an "item" within the meaning of Articles 3 and 4 of the Uniform Commercial Code.
You agree that you will not scan and deposit any of the following types of checks or other items which shall be considered ineligible items:
Checks payable to any person or entity other than you.
Checks containing alteration to any of the fields on the front of the check or item, 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.
-Checks previously converted to a substitute check, as defined in Regulation CC.
-Checks drawn on financial institutions located outside the United States.
-Remotely created checks, as defined in Regulation CC.
-Checks not payable in United States Currency.
-Checks that are post-dated or stale-date (dated more than 6 months prior to the date of the deposit).
-Checks that are in any way incomplete.
-Checks on which the numerical and written amount are different.
-Checks that have been previously returned unpaid by the financial institution on which they are drawn.
-Checks that are payable to cash.
-Money orders.
-Traveler’s checks.
-Checks or items that are drawn or otherwise issued by the U.S. Treasury Department.
-Checks prohibited by First Westroads Bank’s current procedures relating to the Service or which are otherwise not acceptable under the terms of your Account Agreement.
You will be liable for each entry and warrant that it complies with the rules.
Endorsement
You will endorse the back of the check with your signature and label it “For Mobile Deposit Only to First Westroads Bank.”  A check payable to multiple payees not alternatively, must be endorsed by all payees. Deposits are subject to verification and can be adjusted upon review.
Limits
Unless otherwise determined by First Westroads Bank, each deposited item may not exceed $1,000.00 and the aggregate of deposits may not exceed $5,000.00 per day.
Images will be submitted electronically to First Westroads Bank’s substitute-check party processor, Fiserv, whose services are available to First Westroads Bank.  Fiserv will use such information captured from these check images to process transactions as image replacement documents (substitute checks) as permitted under the Check for the 21st Century Act (Check 21 transactions).
The images of these checks will be maintained by First Westroads Bank’s vendor for a period of six years.  Should Customer or indirect customers need a check researched, First Westroads Bank or its vendor will provide the image from its archive during the record retention period. 

6. Obligation to Indirect Customers
As you will be receiving the indirect customers’ paper checks, and creating images from these checks to process as Check 21 transactions, and as you will be retaining and then destroying the indirect customers’ paper checks, you must comply with the following responsibilities:
You shall retain the paper check after converting to an image in a secured location and shall destroy, in a manner rendering data unreadable, all material containing account or personal information after it has been retained for a period of 30 days after deposit.
Comply with the rules; no-disclosure and confidentiality. You agree both (i) to comply with and (ii) cooperate and assist First Westroads Bank and its vendors in complying in a complete and timely manner with the rules.  You agree to execute and deliver to First Westroads Bank all such instruments as First Westroads Bank may from time to time reasonably deem necessary to resolve NCI (non-conforming image), NCH (non-conforming MICR line), or any other disputed item.  In the absence of retaining the relevant original check for the specified time period, you understand and agree you shall be solely responsible for the cost of any claim brought by the Drawer of the check that for resolution would reasonably require access to relevant original check and shall indemnify us in accordance with the indemnification provisions of this agreement.
You shall not disclose to any party other than First Westroads Bank, or any agent for the purpose of assisting in the completion of a transaction or as specifically required by law, any account information or other personal information. 
Generally you will have no right to cancel or amend any deposit after its receipt by First Westroads Bank.  However, First Westroads Bank will use reasonable efforts to act on an immediate request by you for cancellation of a deposit, but will have no liability if such cancellation is not completed.

7. Fees
There are no fees for business use.

8. Accounts
First Westroads Bank requires Customer to maintain collected funds and Customer agrees to maintain sufficient available funds in the account(s) to support any transaction initiated under the services and to cover any fees Customer is obligated to pay under this agreement.  If at any time there is not sufficient collected funds in the account to cover all outstanding transactions and other payment obligations of Customer under this agreement, Customer agrees to immediately pay First Westroads Bank, on demand, the amount of any deficiency in such outstanding transactions and obligations.  First Westroads Bank may, without prior notice or demand and when permitted by law, obtain payment from Customer for any of its obligations under this agreement by debiting any account of Customer at First Westroads Bank.

9. Account Reconciliation
You agree to notify us immediately if you discover: (a) any error or discrepancy between your records and the information we provide to you about your accounts or transactions (e.g., in a statement, confirmation, or electronic report); (b) unauthorized transactions involving any account; (c) a breach in the confidentiality of the Security Codes; or (d) other problems related to the Services. You must send us a written notice of any discrepancy or other problem, including a statement of the relevant facts, within a reasonable time (not to exceed 15 days from the date you first discover the problem or receive information reflecting the problem, whichever occurs first). If you fail to notify us within 15 days, you agree that, in addition to any other limitations on our liability: (a) in the case of an erroneous funds transfer, you will be liable for all losses up to the amount thereof (as well as any loss of interest), that result from your failure to give us such notice or that might have been prevented by your giving us such notice; and (b) in the case of an unauthorized funds transfer, we will not be liable for any loss of interest that results from your failure to give us such notice or which might have been prevented by your giving us such notice.
Unless otherwise agreed, notices required by this Agreement must be in writing. Notices to you may be mailed or sent to you electronically at the statement, email, or mailing address shown for you in our deposit or Service records. Notices to us must be mailed or delivered to us at First Westroads Bank Attn: Bookkeeping Department, P.O. Box 241259, Omaha, NE 68124.

10. Discrepancies
In the event of any conflicts in the instructions received by First Westroads Bank regarding Customer or any entries relating to them, First Westroads Bank may at its option and with or without notice, hold or interplead, comply with the legal process or other order, or otherwise limit access by Customer or by First Westroads Bank to the funds, entries, or proceeds thereof.  If an item presented for deposit is questioned, and the original check cannot be presented before that check clears, the customer is liable for the amount of the check. 

11. Availability of Funds
You agree that items transmitted through the Service are not subject to the funds availability requirements of Federal Reserve Board Regulation CC.  However, our policy is to generally make funds from your mobile capture deposits made before 3:00 pm Central Time Zone available the next business day.  Please note that deposits are subject to verification and can be adjusted upon review.  First Westroads Bank has a specific processing deadline.  A deposit entry is considered received by the Bank when a complete and legible image has been received before 3:00 p.m. Central Time Zone (unless notified by First Westroads Bank of a time change) and meets First Westroads Bank’s technical and operational requirements as stated in this agreement.  Deposits received after 3:00 p.m. Central Time Zone or on a non-business day are considered to be received as of the next business day.  Our business days are Monday through Friday, excluding weekends and Federal Holidays. Services may occasionally be unavailable due to needed maintenance or system/network interruptions.  Images received by the deadline will be transmitted that day to the Federal Reserve Bank or applicable clearinghouse or image exchange group for settlement on the effective entry day.  Deposit entries received after the deadline will be processed the next business day.  The availability of your mobile capture deposits may also be delayed for a variety of additional reasons determined in First Westroads Bank’s sole discretion, but not limited to:
You agree that you will not scan and deposit any of the following types of checks or other items which shall be considered ineligible items:
We believe a check you deposit is a duplicate image;
You deposit checks totaling more than any daily dollar amount limit or any other limitations on your Service that First Westroads Bank may impose;
We exercise our rights to investigate any unusual or suspicious mobile capture deposits as determined.
We will generally notify you if we delay your ability to withdraw funds for any of these or other reasons.

12. Remakes of rejected entries or files
If a deposit entry is rejected due to improper processing or unexcused delays by Fiserv, Inc., Fiserv, Inc. will remake such entry and re-send it.  If such entry was rejected as a result of improper processing or the supplying of incomplete information by Customer, Customer will remake the entry, or supply Fiserv, Inc. with complete information for remaking the entry at Customer’s expense, and Fiserv, Inc. will send such entry.  Notwithstanding the fact that Bank has accepted the deposit, any credit made to Customer’s account shall be provisional and Customer shall remain liable to the Bank for any errors, inaccuracies, breach of warranties, and any other loss sustained by or claim made against Bank on the part of any party.

13. Unauthorized access; security procedures
Customer shall be solely responsible for protecting against unauthorized access to the mobile device and the application and any and all losses and damages arising from any unauthorized access to the device and the application.  Customer shall establish passwords, use anti-virus software and other security procedures necessary to ensure the confidentiality of access features. First Westroads Bank shall have no obligation, liability, or control, either directly or indirectly over said procedures or the failure of Customer to maintain said procedures.  Any instructions, directions, or other information provided by Customer under the services shall be deemed to have been authorized by Customer and First Westroads Bank shall be indemnified and held harmless by Customer, for acting upon any such direction, instruction, or information.

14. Customer representations and warranties
With respect to each and every check that Customer scans into an image using the Mobile Capture Service, Customer represents and warrants to First Westroads Bank that: (a) each indirect customer shown as the payor on an image received by First Westroads Bank from Customer was from an indirect customer who intended Customer to be the payee, (b) Customer shall be bound by and comply with all procedures and operating guidelines established by First Westroads Bank, contained herein or subsequently created, and (c) Customer assumes responsibility for any paper check that is transmitted which for any reason is not paid.
The deposit entry transmitted by Customer to Bank in accordance with the Procedures shall contain images of the front and the back of the item scanned and remotely deposited by Customer (images).  The images shall be of such quality that the following information can clearly be read by sight review of the images:  (1) the amount of the item (2) the payee (3) the drawer’s signature (4) the date of the item (5) the item number (6) the information identifying the drawer and the paying bank that is preprinted on the check, including the MICR line and (7) other information placed on the item prior to the time an image of the item is captured, such as any required identification written on the front of the item and any endorsements applied to the back of the item.  Images shall also meet any standards for image quality established by American National Standards Institute (ANSI), the Board of Governors of the Federal Reserve, or any other regulatory agency, clearing house or association.
Further, Customer warrants that only acceptable items will be deposited, Customer is the person entitled to endorse the check, the drawer’s signature on the check is authorized and authentic, the check is not a counterfeit check, Customer will not deposit the original paper check, Bank will not sustain a loss because Customer has deposited an image, all information provided by Customer to Bank is accurate and true, and Customer indemnifies Bank from any loss for breach of the warranty provision.

15. Indemnification
All disputes between Customer and any indirect customer relating to any debit/credit transaction shall be settled between Customer and indirect customer.  Customer agrees to indemnify and hold First Westroads Bank and its processors harmless from any claim, liability, loss, or expenditure relating to any such transaction or from Customer’s breach of any of its obligations under this agreement.  First Westroads Bank retains the right to offset Customer’s account for amounts First Westroads Bank is damaged by Customer’s actions.
Customer will defend, indemnify and hold harmless First Westroads Bank and its processors against and in respect to any and all losses, liabilities, expenses and damages, including consequential, special and punitive damages, directly or indirectly resulting from: (i) the processing of any request received by First Westroads Bank under the Mobile Capture system; (ii) any breach of the provisions of this agreement or the rules; (iii) any dispute between Customer and any substitute check party in connection with the use of the Mobile Capture Service; (iv) any breach of Customer’s representations for any transaction submitted by Customer described in this agreement; (v) any loss or expenditure which results from any transaction submitted by Customer caused by the indirect customer’s inability to fund the transaction; (vi) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including attorney’s fees) incident to the foregoing and (vii) and any loss caused by criminal acts of the Customer. The terms of this section shall survive termination of this agreement.

16. Limitations of liability
In no event shall First Westroads Bank be liable to customer for any damages, including lost profits, lost savings, or other direct, indirect, incidental, special, or consequential damages arising out of the use or inability to use the program and documentation or for any claim by another party.  First Westroads Bank’s duties and responsibilities in connection with Check 21 transactions are limited to those described in this agreement.  First Westroads Bank will be deemed to have exercised ordinary care and to have acted reasonably if First Westroads Bank has acted in accordance with the terms of this agreement and will be liable for loss sustained by Customer only to the extent such loss is caused by First Westroads Bank’s gross negligence or willful misconduct.  First Westroads Bank will not be liable for any consequential, special or punitive damages, regardless of First Westroads Bank’s act or omission.  First Westroads Bank will have no liability for any loss or damage: (a) related to dishonesty of the Customer; (b) resulting from any receiving bank’s failure to accept any Check 21 transactions; or (c) resulting from any delay in the performance of this agreement, which is caused by an act of God, fire or other casualty, electrical, or computer failure, delays, or failure to act by any carrier, medium, or agent operating between First Westroads Bank and Customer or between First Westroads Bank and substitute check parties or any other condition outside First Westroads Bank’s control.  No substitute check party will have rights or claims against First Westroads Bank under this agreement.  The terms of this section shall survive termination of this agreement.

17. Rejection of Transaction
We reserve the right to reject any check image transmitted through the Service, at our discretion, without liability to you.  If the deposited item is rejected at the time of the transaction, you will be notified by the system that it was not accepted.  If the deposit is accepted by the system, and after review by First Westroads Bank is rejected, we will notify you by phone or electronic transmission, including email and/or fax, of such rejection no later than the Business Day of such deposit.  Notices of rejection shall be effective when given.  First Westroads Bank shall have no liability to you by reason of the rejection of any such mobile capture deposit or the fact that such notice is not given at an earlier time than that provided for herein.  We are not responsible for check images we do not receive or for images that are dropped or become corrupted or illegible during transmission.

18. E-mail Address
You agree to notify us immediately if you change your e-mail address and that your notification will be made by following our procedures for updating personal information. You understand that the e-mail address that we have on file for you is the address where we will send you notification if a mobile deposit transaction is rejected as well as any other information about the Service we deem necessary to communicate to you. We are not responsible for any losses incurred as a result of you not receiving or otherwise not reading notifications or confirmations we send to you.

19. Receipt of Check Images
An image of a check shall be deemed received when it is posted to your account no later than the Business Day of such deposit.  Posting of such confirmation does not mean that your account will not be charged back for the amount of the deposit and any applicable returned deposited item or other fee under the Account Agreement if the check image presented is dishonored or returned unpaid for any reason by the financial institution on which it is drawn. You agree that First Westroads Bank is not liable for any loss, costs, or fees you may incur as a result of our chargeback of an ineligible item.

20. Returned Deposits
Any credit which we deposit into your account immediately following a mobile capture deposit initiated by you will be a provisional credit. If a check that you deposit using the Service is returned or charged back on your account it will be deducted in full from your account along with any fees that are incurred due to the check’s rejection as described in our fee schedule and Account Agreements. We are not responsible for any losses incurred as a result of deposits returned on your account.   First Westroads Bank may charge back an image of the item or any form selected by First Westroads Bank including electronic or paper reproduction of the original item or substitute check to the customer’s account. 

21. Disclaimer of warranty
No warranties with respect to the application are made by First Westroads Bank nor does First Westroads Bank warrant that the application will meet specific requirements of Customer.  Neither does First Westroads Bank make any warranty of any kind, either expressed or implied, with respect to the use of the application. 

22. Contingency Plan
In the event that Customer is not able to capture, process, or otherwise transmit a file to First Westroads Bank for any reason. Customer should deposit the physical check at any First Westroads Bank branch office locations.

23. Equipment
First Westroads Bank is not responsible for any loss, damage, or injury resulting from (i) the disconnecting of Customer’s telephone service by Customer’s telephone company, (ii) from deficiencies in Customer’s line quality; (iii) Internet Connection, (iv) any defect or malfunction of the mobile device or telephone service, or (v) any electronic virus or viruses that you may encounter on your mobile device.  We suggest that you routinely scan your mobile device using a virus protection product.

24. First Westroads Bank’s liability for failure to complete transactions
First Westroads Bank will process and complete all transactions properly initiated through the Mobile Capture system in accordance with the terms on the image and the terms of this agreement.  If First Westroads Bank or its processors do not complete a Check 21 transaction on time or in the correct amount in accordance with terms on the image and under the terms of this agreement, First Westroads Bank’s liability for Customer’s losses and damages will be limited to those directly and proximately caused by First Westroads Bank’s failure, not to include indirect, consequential, special or exemplary damages.  Further, First Westroads Bank will not be liable if:
You agree that you will not scan and deposit any of the following types of checks or other items which shall be considered ineligible items:
Through no fault of First Westroads Bank, the indirect customer does not have enough money in his or her account to make the transfer or payment.
The mobile device or the application is not working properly and Customer knew about the malfunction when Customer initiated use of the services.
The indirect customer’s depository institution mishandles or delays handling the transactions initiated by First Westroads Bank.
There is an error on the indirect customer’s paper check.
Circumstances beyond First Westroads Bank’s control (such as fire, flood, or equipment malfunction) prevent the proper completion of the transaction despite reasonable precautions by First Westroads Bank to avoid these circumstances.

25. Entire agreement; severability
This Agreement supplements and supersedes, where inconsistent, the terms of your deposit agreement with First Westroads Bank.  Together they constitute the entire agreement between you and First Westroads Bank with respect to the Services.  This agreement together with all exhibits, schedules, and attachments hereto, the account agreement and the rules (as incorporated herein) represent the entire agreement and understanding of the parties.  If any portion of this agreement is found to be unenforceable, all remaining portions shall remain in full force and effect.  In the event of any inconsistency or conflict between the terms of this agreement and any present or future statute, regulation, or governmental policy to which First Westroads Bank is subject and which governs or affects the transactions contemplated by this agreement, then this agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy and First Westroads Bank shall incur no liability to Customer as a result of such violation or amendment.

26. Amendments
From time to time First Westroads Bank may amend any of the terms and conditions contained in this agreement, including without limitations, any cut-off time, any business day, and any schedules attached hereto. Such amendments shall become effective upon notice sent to you using your current email address on record or such later date as may be stated in First Westroads Bank’s notice to Customer.

27. Assignment; sublicense
Customer agrees not to assign, transfer or dispose of its rights and obligations under this agreement and not to further sublicense, assign or transfer the application, except as expressly provided in this agreement.

28. Governing law
This agreement is governed by the laws of the state of Nebraska (except to the extent federal law governs the copyrights and trademarks of Fiserv, Inc. and its successors or assigns) and the rules.