e-Sign Consent and Consumer Supplement

27239

e-Sign Consent and Consumer Supplement to Treasury Management Master Services Agreement

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Zions Bancorporation, National Association

doing business as

Amegy Bank, California Bank & Trust, National Bank of Arizona,

Nevada State Bank, Vectra Bank Colorado, and Zions Bank

e-Sign Consent and Consumer Supplement

to the Treasury Management Master Services Agreement

for Treasury Internet Banking

(Version June 2020)

As used in this e-Sign Consent and Consumer Supplement to the Treasury Management Master Services

Agreement for Treasury Internet Banking (this “Supplement”):

“Bank” means Zions Bancorporation, N.A. Zions Bancorporation, N.A. operates through divisions

under trade names including Amegy Bank, California Bank & Trust, National Bank of Arizona,

Nevada State Bank, Vectra Bank Colorado, and Zions Bank.

“Consumer Accounts” means accounts that you hold for personal, family, and household

purposes, and that are linked to the Primary Company’s account(s) so that you and your

Consumer Accounts can receive the Service.

“Primary Company” means Bank’s treasury management customer which receives Balance

Reporting and Payments Service (also known as “Treasury Internet Banking”) (the “Service”)

as evidenced by its Acceptance of Treasury Management Services (the “TMA”) and a Treasury

Management Master Services Agreement (the “MSA”) with Bank.

“You”, “your” and “yours” mean the holder of Consumer Accounts.

You hereby agree that this Supplement shall govern your Service and your Consumer Accounts. This

Supplement is in addition to your TMA, the MSA, your Deposit Account Agreement and any applicable

Specifications, addenda, user guides, setup forms, and fees related your Service.

The terms of this Supplement are hereby incorporated into the MSA. If any term in this Supplement

conflicts with a term in the MSA or any TMA, the term in this Supplement shall prevail. Any capitalized

terms that are used but not defined herein shall have the same meanings as used in the MSA or TMA.

Please note that this Supplement applies only to your Consumer Accounts and not any proprietorship or

other business accounts.

1. Consent to Electronic Disclosures and Records.

(a) Consent. Bank is required to disclose certain information to consumers in writing. With your prior

consent, however, Bank can provide that information electronically rather than by paper. Bank

also needs your general consent to use electronic records for certain consumer and business

transactions.

By executing this Agreement, you hereby consent and agree to: (a) Bank delivering disclosures,

notices and other information (including this Agreement) in only electronic form, even those

required by law to be provided in writing, and (b) to Bank’s using electronic records and

communications with you in connection with the Service. Your consent extends to each

Consumer Account that you now or hereafter enroll in the Service.

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You agree that your use of the Service to electronically authorize, instruct or interact with Bank

(including but not limited to ordering a funds or wire transfer, making a bill payment, borrowing

from or paying an eligible credit account, applying for or the activation of or the accepting of the

terms of an additional service feature or related service, accepting or receiving documents or

notices, self-administering your Service or its settings or configurations) shall have the same

force, effect and authority as if signed by you and delivered to Bank by paper.

(b) Canceling. You may at any time withdraw your consent to electronic delivery instead of paper by

calling or writing your Consumer Customer Care Representative (defined below), but Bank may

then terminate your ongoing use of your Service. Your consent for this Supplement is in addition

to any other consents to electronic delivery you may have given for any separate agreements

with Bank. Withdrawing your consent under this Supplement will not by itself cancel your

consents for electronic delivery under those separate agreements.

enrolled and activated in the Service, your computer and/or mobile device must use commonly

accepted and recently updated software for reading and saving PDF and HTML documents; you

must be connected via your internet service provider or your mobile communications data service

provider; your computer or mobile device must use a commonly accepted and recent updated

version of an HTML compliant web browser that supports Transport Layer Security (“TLS”)

encryption; you must have, maintain and provide Bank with your valid, active updated email

address(es) for sending, receiving and retaining communications with the Service; and you must

be able to connect to websites via hyperlinks in email. For Mobile Treasury Internet Banking

(“Mobile TIB”), you must also have the most recent version of Bank’s Mobile TIB software

installed on your mobile device, have your mobile device and mobile phone number registered

with Mobile TIB, and have your mobile device enabled for SMS text messaging. You must

regularly install updates as they become available to your computer’s and/or mobile device’s

operating system, web browser and PDF reader (and, if applicable, your Mobile TIB Software).

Bank may (but is not required to) deny service (1) if security features of your software, computer

or mobile device have not been updated, or have been disabled or modified (e.g., a “jailbroken”

mobile device), or (2) if you are using a disposable (e.g., “burner”) mobile device.

You hereby confirm and warrant to Bank that you have (1) the required system as described

above, and (2) verified your hardware and software, and your ability to access, view and print or

electronically save (including taking screenshots) electronically delivered disclosures and

communications. If you are not able to view and print or save such notices and disclosures, you

must not enroll in or use the Service.

(d) Electronic Delivery. Permissible electronic delivery by Bank includes (i) by email to any address

that Bank has on its Service records, including attaching documents to the email, or providing

links to or instructions for navigating to documents posted online; (ii) by SMS text message to any

mobile device telephone number you may have provided to Bank (including but not limited to the

mobile number that you have listed in connection with the Service or any of its functions; (iii) by

display on your screen or other “in-product” message or alert during your Service activity

(including Mobile TIB activity); (iv) by posting it to the Service’s message center; (v) by message

printed on the periodic statement for your Consumer Accounts or account analysis statements in

which your Consumer Accounts appear); or (vi) any other electronic means that you have

authorized elsewhere (e.g., our Information Reporting Service) or hereafter authorize pursuant to

this Supplement. Any of the foregoing methods of electronic delivery may be used for any

Service function that requires logging into the Service to use (e.g., Automated Clearing House

(ACH) entries internal book transfers, Fedwire wire transfers), even if that function has its own

terms and conditions that do not themselves list the foregoing methods of electronic delivery.

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Electronic disclosures can include, without limitation, prior notice to you of changes in fees;

preauthorized debits that vary in amount to your Consumer Accounts; notices of acceptance,

execution, or rejection of any wire transfer orders or payment instructions; notices of receipt or

dishonor of payments; notices regarding your e-Statements, Information Reporting and Stop

Payments Service within your Service; notice of fees incurred; and notices regarding changes to

the Service, including notices of amendment to this Supplement.

(e) Change in Contact Information. You are solely responsible for advising Bank of any change in

your email, mobile device number, or other electronic or postal addresses you use for the Service

or your Consumer Accounts. You can do so by calling or writing your Treasury Representative.

(f) Paper Copies. Bank does not charge consumers for electronic delivery (but may charge a linked

business account for electronic delivery to consumers.) Bank ordinarily does not send paper

copies of electronic communications. You may request a paper copy of an individual prior

electronic notice or disclosure by calling or writing your Treasury Representative. Ordinary copy

fees as disclosed for your enrolled Consumer Accounts shall apply.

(g) Your Agents. As used in this Section 1, disclosures to “you,” communications to or from “you,”

and “your” use of the Service includes delivery of disclosures to, communications with, and use of

the Service by persons deemed to be your agents. See Section 3 whereby the Primary

Company’s Administrators and Authorized Users are deemed your Authorized Agents.

2. Customer Service. The telephone number and addresses for your Customer Service depends on

what type of assistance you need and which Division of Zions Bancorporation, N.A. you have enrolled in

the Service with:

For your Consumer Customer Care Representative (“Consumer Customer Care Representative”):

For Customers of: Call: Or write:

Amegy Bank (800) 287-0301 P.O. Box 1507

Salt Lake City, UT 84110-1507

California Bank & Trust (800) 400-6080 550 S. Hope Street, 3

Floor

Los Angeles, CA 90071

National Bank of Arizona (888) 244-6622. 6001 N. 24

Street

Phoenix, AZ 85016

Nevada State Bank (888) 835-0551 P.O. Box 990

Las Vegas, NV 89126-0990

Vectra Bank Colorado (888) 648-7850 P.O. Box 30709

Salt Lake City, UT 84130

Zions Bank (800) 974-8800 One Main Street, 7

Floor

Salt Lake City, UT 84133

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For your Treasury Management Representative (“Treasury Management Representative”):

Amegy Bank of Texas (713) 235-8805 Attn: Treasury Management

P.O. Box 27459

Houston, TX 77227-7459

California Bank & Trust (888) 316-6500 Attn: Treasury Management

550 S. Hope St. Ste 300

Los Angeles, California 90071

Nevada State Bank (800) 693-7695 Attn: Treasury Management

600 White Drive

Las Vegas, Nevada 89119

National Bank of Arizona (888) 241-5550 Attn: Treasury Management

5500 W. Chandler Blvd Suite 1

Chandler, Arizona 85226

Vectra Bank Colorado (800) 341-8156 Attn: Treasury Management

2000 S. Colorado Boulevard

Suite 2-1100

Denver, Colorado 80222

Zions Bank (800) 726-7503 Attn: Treasury Management

310 South Main Street, Ste

1400

Salt Lake City, Utah 84101

3. Primary Company, Administrators and Authorized Users Are Your Agents. You hereby

designate all of the Primary Company’s present and future Administrators and other Authorized Users (as

defined in the MSA) to be your Administrators and Authorized Users for your Consumer Accounts. You

hereby agree that the Primary Company, and each present and future Administrator or other Authorized

User designated by the Primary Company who transacts in, provides any instruction to, or enters into any

agreements regarding or relating to any of your Consumer Accounts within the Service, is hereby

appointed and shall be your authorized agent (each an “Authorized Agent”) in all matters pertaining to

your Consumer Accounts enrolled in the Service. You further agree that any actions of an Authorized

Agent relating to any of your Consumer Accounts or within the Service shall be as if such actions were

yours personally and that all disclosures (including legally-required written disclosures), notices, terms,

statements, instructions, or communications delivered by Bank to an Authorized Agent, shall be

conclusively deemed to be delivered to you and shall be binding upon you without further inquiry by Bank.

If you wish to revoke one or more Authorized Users as your Authorized Agent, you must either: a) cause

the Primary Company’s Administrator(s) to remove such Authorized User’s access to your Consumer

Accounts (and look solely to the Primary Company in the event of further access by that user); or b)

instruct Bank to remove your Consumer Accounts from the Service and the Primary Company’s Treasury

Internet Banking “Profile” (as defined below).

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4. Your Acknowledgements. You certify that you have read and agree to the terms of this

Supplement, the MSA, the TMA and your Deposit Account Agreement (each as amended from time to

time). Without limiting the scope of this Supplement, you specifically acknowledge and agree as follows:

(a) That the agency arrangement established by this Supplement (including but not limited to Section

3) is entirely voluntary, and that Bank recommends the higher security of not linking your

Consumer Accounts to Primary Company’s accounts. You are allowing funds transfers by an

Authorized Agent, without inquiry by or notice from Bank, between your respective Consumer

Account(s) and accounts of the Primary Company or other third parties linked to Primary

Company’s Service Profile (all of the foregoing accounts are referred to as its “Profile”);

(b) This Supplement will apply to any Consumer Accounts that you may in the future add to your

Service.

your knowledge or consent;

(d) The Primary Company may add additional Authorized Users (including Administrators) to its

Profile without your knowledge or consent. Such Authorized Users shall also be your Authorized

Agents.

(e) Funds may be transferred between your Consumer Account(s) and other accounts in the Primary

Company’s Profile, and thereafter may not be available to you. You further acknowledge that,

once funds are transferred to another account, those funds can be further transferred or drawn by

any means or person authorized for transfers or draws from that account.

(f) Bank is not obligated to make any inquiry with respect to any transfer or other transaction initiated

or requested by an Authorized Agent or a person using an Authorized Agent ‘s Access

Credentials. Bank has no obligation to notify you of any transfers or transactions, other than

disclosing transfers by periodic statements to the you or Primary Company and by making

account and Consumer Account information available via ordinary online access to Authorized

Agents.

All transfers (including ACH, wires and book transfers), transactions, instructions and

communications made by an Authorized Agent or another person using an Authorized

Agent’s Access Credentials shall be deemed “authorized” and effective as against your

Consumer Account and any other accounts in Primary Company’s Profile, even if the

transfer or transaction was not in fact authorized by you, your Authorized Agent, or

Primary Company. You agree that verification of the authorization and authenticity of

instructions for transfers and other transactions by use of an Authorized Agent’s Access

Credentials is commercially reasonable for your particular needs, considering the size, type and

frequency of your Consumer Accounts, transactions and Treasury Internet Banking activities.

(g) Transfers by your Authorized Agent(s), alone or in conjunction with other transfers by or on behalf

of you, could result in a negative balance in your Consumer Account. If your Consumer Account

is connected to any product designed to prevent negative balances (including without limitation

overdraft protection, line of credit, sweeps, etc.), then an Authorized Agent can access or cause a

draw on the available credit under that product. If your Consumer Account is linked to another

deposit account for purposes of preventing negative balances, then your Authorized Agent can

access or cause a transfer of available balances in that linked deposit account. If the negative

balance prevention product or linked deposit account has no available balance, then a negative

balance may result in your Consumer Account or the linked deposit account.

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You are required to pay all balances in your negative balance prevention product, and any

negative balances that may arise in your overdrawn Consumer Account or linked deposit

account, together with associated interest and fees, in accordance with the applicable Deposit

Account Agreement, negative balance protection product, and governing law. Nothing in this

Supplement, however, constitutes a commitment by Bank to extend any credit or honor any

overdraft or transfer in excess of available funds. You and Primary Company shall be jointly

liable for any Consumer Account or account that receives a transfer from another Consumer

Account or accounts which (i) creates a negative balance in the other account or Consumer

Account (or in another deposit account that is linked to your Consumer Account(s)), or (ii) creates

a draw on your Consumer Account’s negative balance prevention product.

(h) You shall have the sole responsibility, on an ongoing basis, for:

(i) Monitoring your Consumer Account, and assessing the propriety of linking your Consumer

Account with Primary Company’s accounts for the Services.

(ii) Monitoring your Authorized Agent and all Authorized User’s to assess the propriety of having

them act as your agents as it relates to your Consumer Account.

(iii) Monitoring all transfers and transactions in relation to your Consumer Accounts and any of

Primary Company’s accounts, for any errors or unauthorized transfers.

(iv) Establishing and maintaining appropriate procedures to account for your funds and

transactions in your Consumer Accounts.

(i) Bank may add, modify or delete features and capabilities of the Service on an ongoing basis

without prior notice. Notwithstanding any such additions, modifications or deletions, you hereby

reaffirm your duties described in this Supplement.

5. Error Resolution. Your Deposit Account Agreement sets forth your error resolution rights (and how

to assert them) for consumer electronic funds transfers governed by Regulation E. A copy of your

Deposit Account Agreement can be obtained online in the Agreement Center of the Bank’s website, or

from any Bank branch, or by calling your Consumer Customer Care Representative at the number above.

6. Unauthorized Transfers and Limits on Your Liability. Your Deposit Account Agreement sets forth

your error rights (and how to assert them) and liability limits under Regulation E for unauthorized

electronic funds transfers in consumer deposit accounts. A copy of your Deposit Account Agreement can

be obtained online in the Agreement Center of the Bank’s website, or from any Bank branch, or by calling

your Consumer Customer Care Representative at the number above.

7. Fees. Certain fees may apply for linking your Consumer Account(s) to Primary Company’s accounts

and/or to transactions performed while using the Service. Those fees are either (a) stated in your

separate fee schedules for your Consumer Account; or (b) displayed within the Service itself when you

request the transaction but before the fee is actually incurred.

Fees may also be assessed by your internet or mobile communications service provider. You are

responsible for all fees and charges that you may incur to any communications service provider or any

other third parties.

Bank reserves the right to change (amend, add or delete): (a) fees for the Service; (b) for linking your

Consumer Accounts to Primary Company’s accounts; and (c) any term of this Supplement. Bank will send

you such notice of those changes as may be required by law or by its other agreements with you.

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Notices of new or increased fees will be provided as required by law or the MSA before the effective date

of the change. Notice of other changes, if presenting an adverse impact to you or otherwise required by

law, will be provided as required by law or the MSA unless an immediate change is necessary in our

discretion for exigent circumstances (e.g., maintaining the security of the system). If an immediate

change cannot be disclosed before it is effective, Bank will provide any required notice within a

reasonable time thereafter. By continuing to use the Service after a change (or after the effective date of

any prior notice), you are accepting the changes. Changes to fees applicable to your Consumer

Accounts are governed by this Supplement, any applicable fee schedules, any TMA, the MSA, and any

applicable Specifications. Features and functionality may be amended without prior notice unless

required by law.

8. Types of Transfers Allowed. You can transfer funds from your Consumer Accounts (a) to any of

Primary Company’s accounts or to another person's eligible account with Bank (collectively “Internal

Book Transfers”), (b) if Bank allows, to your eligible credit accounts (“Internal Payments”). Details of

your transfers will be available through the Service and listed on your regular account statements.

Bank has the right to establish, without prior notice, limitations on the amount or number of Internal Book

Transfers. Such limits shall be found in your Specifications. Bank may also without prior notice increase,

decrease or remove such limitations at any time, and it is not obligated to enforce its limitations for any

particular Internal Book Transfer. Also, Internal Book Transfers CANNOT be canceled once they have

been submitted. Be certain that you enter in the correct destination account information as Internal Book

Transfers may not be recoverable after submission if you make any input errors.

You may also make Internal Payments to eligible credit accounts. These Internal Payments will be

credited to the designated credit account as regular payments. Please refer to your credit agreement(s)

for information on how regular payments are applied. For credit card payments, instructions are made via

link to the commercial credit card platform. The terms, conditions, and disclosures on that platform apply

to credit card account payments.

Internal Book Transfers and Internal Payments ordered before the daily cutoff time will be processed on

that day, and available balances in your Consumer Account(s) will be adjusted immediately and available

for subsequent (a) ATM transactions, (b) PIN‐based Debit Card transactions, (c) withdrawals at the

branch teller, and (d) payment of checks or other debits as applicable to your Consumer Account(s).

Applicable cutoff times are disclosed on your screen prior to the final submission of all internal transfers.

Internal Book Transfers and Internal Payments ordered after the daily cutoff time, or not on a Business

Day, are ordinarily posted to your Consumer Accounts on the next Business Day. However, available

balances in your Consumer Account(s) are adjusted immediately and available for subsequent (a) ATM

transactions and (b) PIN‐based Debit Card transactions.

Any Internal Book Transfer to a Consumer Account may require up to one full Business Day before the

funds are available for subsequent non-PIN based Debit Card transactions. Internal Payments made to

an enrolled credit account may take up to two (2) Business Days to post, but the credit will be effective as

of the date the transfer was initiated. If the available balance in a transferring account is insufficient at the

time of a scheduled transfer, these transactions may overdraw your Consumer account and result in a fee

(as disclosed for your Consumer Account).

You may schedule one‐time and recurring Internal Book Transfers or Internal Payments. You may cancel

any one‐time or recurring Internal Book Transfer or Internal Payment if you do so at least one day prior to

the scheduled transaction processing date. Scheduled one‐time and recurring Internal Book Transfers or

Internal Payments can only be canceled by placing a request through your Service, or by calling your

Treasury Customer Care Service. You may NOT cancel any immediate Internal Book Transfer or

immediate Internal Payment. (An “immediate” transaction is one that you schedule to begin processing

immediately at the time of your instruction, rather than on a future date.)

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If your Consumer Account has insufficient funds to complete all the day's transactions (including ATM

withdrawals, preauthorized transactions, Internal Book Transfers, and Internal Payments, etc.) that will

process for a given Business Day, then certain electronic funds transfers involving currency

disbursement, like ATM withdrawals, will have priority. If an Internal Book Transfer or Internal Payment

would result in an overdraft of your Consumer Account, Bank may, in its sole discretion, honor the

transaction and create the overdraft, or cancel the transaction. In addition, you will be charged any

applicable overdraft fees (as disclosed for your Consumer Account).

Without a separate written agreement by Bank, you are not permitted to send Wires and ACH transfers

from your Consumer Accounts. International wires using the Service are prohibited, even if Bank agrees

to permit domestic wires. ACH service may require underwriting before approval. If Bank approves

Wires or ACH transfers from your Consumer Accounts, the provisions of this Supplement and your MSA

shall apply to that Service and your transfers.

9. Limitation of Liability. If Bank does not complete an electronic fund transfer to or from your

Consumer Account on time or in the correct amount according to our agreement with you, Bank will be

liable for your losses or damages to the extent prescribed by the federal Electronic Fund Transfer Act and

its implementing Regulation E. However, there are some exceptions to Bank’s liability. Bank will not be

liable, for instance: (1) if, through no fault of Bank’s, you do not have enough money in your Consumer

account to make the transfer, or if the transfer would create an overdraft which would not be covered by

or would exceed the credit limit on any overdraft protection account you have with Bank (or would exceed

funds available in any deposit account that has been linked for overdraft protection); (2) if the funds you

are attempting to transfer are subject to legal process or other encumbrance restricting such transfer; (3)

if the electronic funds transfer system was not working properly, and you knew about the breakdown

when you started the transfer; (4) if circumstances beyond Bank’s control prevent the transfer despite

reasonable precautions that Bank has taken; or (5) if any other exception stated in this Supplement, the

TMA, MSA, the Specifications or by law applies.

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