This Agreement between you and Strongroom Solutions governs the use of the Payables Lockbox service. This service permits Bank customers (consumers, sole proprietors and other business customers) to perform a number of financial and accounting functions on accounts associated with the service through the use of a personal computer.
When you use the Payables Lockbox service described in this Agreement or authorize others to use them, you agree to the terms and conditions of the entire Agreement.
The Terms of Service constitutes the entire agreement between you and Strongroom Solutions and governs your use of Payables Lockbox, superseding any prior agreements between you and Strongroom Solutions with respect to Payables Lockbox Terms of Service agreements. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Bank services, affiliate services, third-party products or third-party software.
The Terms of Service and the relationship between you and Strongroom Solutions shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and Strongroom Solutions agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Harris County, Texas.
The failure of Strongroom Solutions to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
You may use Payables Lockbox to:
1) View accounts payable invoices and view the respective accounting information associated with each invoice.
2) Add or edit the accounting information associated with each invoice.
3) Approve invoices for payment.
4) Control user access and rights.
5) Upload and download accounting information to and from certain accounting programs.
6) Some of the above services may not be available for certain accounts or customers.
When you activate an alert, you agree to the following:
1) Payables Lockbox alerts permit you to create a variety of automated alert messages for your accounts. We may add new alerts from time to time, or cancel old alerts.
2) Electronic alerts will be sent to the e-mail address you have provided when setting up users in Payables Lockbox. If you change your e-mail address, you are responsible for informing us of the change.
3) You understand and agree that your alerts may be delayed or prevented by a variety of factors. We neither guarantee the delivery nor the accuracy of the contents of any alert. You also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.
4) Because alerts are not encrypted, we will never include bank account numbers. However, alerts may include your name and some information about your accounts. Anyone with access to your e-mail will be able to view the contents of these alerts.
Bank customers with a Payables Lockbox account may use the Payables Lockbox product in the following manner:
1) Payments can be sent from checking accounts.
2) Payments are one-time transactions.
3) Payments entered on our system before the designated submission time on a bank business day will be scheduled and begin processing on the same bank business day. Payments made that are entered after this cut-off time or on a day that is a non-bank business day will be scheduled and processed the next bank business day.
You authorize us to make payments in the manner we select from the following methods:
1) Some payments may be made by electronic transmission.
2) Corporate/Personal check- This is a check drawn on your account.
Payments made using Payables Lockbox are subject to the following limitations:
1) You authorize Bank to withdraw, debit or charge the necessary funds from your designated Bank account for all payments as described in this Agreement. You agree that you will instruct us to make a payment only when a sufficient balance is or will be available in your account at the time of the withdrawal. If you do not have a sufficient balance, including available credit under any overdraft protection plan, Bank may refuse to complete the transaction. In either case, Bank reserves the right to impose NSF, over-limit, returned item or similar fees. See your designated account agreement for applicable fees. In addition, at Bank’s option, we may make a further attempt to issue the payment.
2) Strongroom Solutions may refuse to process any transaction that exceeds the above limits. If we do not, you are responsible for making alternate payment arrangements.
For Payables Lockbox service, our business days are Monday through Friday, excluding bank holidays.
Any obligations that you wish to pay through Payables Lockbox must be payable in U.S. dollars to a Payee located in the United States.
We may change this agreement at any time. For example, we may add, delete or amend terms or services. We will notify you of such changes by mail or electronic message. If you maintain your Payables Lockbox service or make any payments after the effective date of a change, you indicate your agreement to the change.
Your Payables Lockbox service remains in effect until they are terminated by you or Strongroom Solutions. You may cancel your service at any time by notifying us of your intent to cancel in writing. This cancellation applies to your Payables Lockbox service only and does not close your Bank accounts. We recommend that you cancel any partially processed payments prior to notifying us that you are discontinuing the service.
We may terminate your participation in Payables Lockbox service for any reason, including inactivity, at any time. We will try to notify you in advance, but we are not obliged to do so.
No Bank or Payee employee, nor any company affiliated with Bank, will contact you via e-mail or phone requesting your Payables Lockbox username and/or password. If you are contacted by anyone requesting this information, please contact Strongroom Solutions immediately.
Tell us at once if you believe your Payables Lockbox username and/or password has been compromised, or if someone has transferred or may transfer money from your account without your permission. The best way to minimize your loss is to call us immediately. The unauthorized use of your Payables Lockbox service could cause you to lose all of your money in your accounts, plus any amount available under your overdraft protection.
You will have no liability for unauthorized transactions if you notify Bank within 60 days after the statement showing the transaction has been mailed to you. If you do not, you may not get back any of the money you lost from any unauthorized transaction that occurs after the close of the 60-day period, if we can show that we could have stopped the transaction if you had notified us in time.
When you give someone a username and/or password with rights in your Payables Lockbox account, you are authorizing that person to use your service, and you are responsible for all transactions that person performs while using your service. All transactions that person performs, even those transactions you did not intend or want performed, are authorized transactions. If you notify us that the person is no longer authorized, then only transactions that person performs after the time you notify us are considered unauthorized.
Transactions that you or someone acting with you initiates with fraudulent intent are also authorized transactions.
For your protection, sign off after every Payables Lockbox session and close your browser to ensure confidentiality.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT STRONGROOM SOLUTIONS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STRONGROOM SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. STRONGROOM SOLUTIONS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2) STRONGROOM SOLUTIONS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STRONGROOM SOLUTIONS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
5) A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
You agree that we may send notices and other communications, including username and password confirmations, to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You further agree that Strongroom Solutions will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business. You agree to: 1) keep your usernames and passwords secure and strictly confidential, providing them only to authorized signers on your account(s); 2) instruct each person to whom you give usernames and passwords that he or she is not to disclose it to any unauthorized person; and 3) immediately notify us and select new usernames and passwords if you believe they may have become known to an unauthorized person. Strongroom Solutions will have no liability to you for any payment or transfer made using your username and password that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. We may suspend or cancel your username and password even without receiving such notice from you, if we suspect your username and password is being used in an unauthorized or fraudulent manner.
By using Payables Lockbox, you acknowledge and agree that this Agreement sets forth security procedures for banking transactions that are commercially reasonable. You agree to be bound by instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use as described above (and we had a reasonable opportunity to act on such notice).
Unless otherwise required by law, in no event will Strongroom Solutions be liable to you for special, indirect or consequential damages including, without limitation, lost profits or attorney’s fees, even if we are advised in advance of the possibility of such damages, including, but not limited to, errors in accounting data and payments.
You may add additional users to your Payables Lockbox account and provide each with a separate username and password. For each user, you may designate user rights.
You may also designate another user as an Administrator, which means that this user will also be able to designate additional users. You agree that, by granting certain access rights, you will be allowing a user to make payments for the linked account. Strongroom Solutions will have no liability to you for unauthorized payments and transfers made using the usernames and passwords you assign that occur before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.
You agree that we may provide you with all disclosures, notices and other communications about Payables Lockbox in electronic form.
At your request, we will provide you with a paper copy of any of the above documents without any fee.
You have the right to withdraw this consent, but if you do, we will immediately terminate your participation in Payables Lockbox.
In order for you to access and retain records, your system must meet the following requirements:
1) An IBM computer
2) Internet access
3) PC using Windows 98, NT, 2000, ME, XP
4) Microsoft Internet Explorer 5.5 or higher
5) To print or download disclosures you must have a printer connected to your PC or sufficient hard-drive space to save the disclosure