Rev 11.23.20
This Wire Transfer of Funds Service Addendum (this "Addendum") is an Addendum to the Unifimoney Customer Agreement (the "Agreement") and sets forth the terms and conditions of the wire transfer of funds service that UMB Bank, N. A. may provide to Unifimoney Cash Program Customers who want to withdraw funds from the Program and initiate a wire transfer of such funds from their Checking Account (the "Service"). By acceptance of this Addendum you agree as follows:
(a) Definitions. Capitalized terms used but not defined in this Addendum have the meanings given to such terms in the Agreement.
(b) Agreement to Transfer Funds. Notwithstanding any provisions of the Agreement to the contrary, UMB and UNIFIMONEY may allow you to initiate a wire transfer of funds withdrawn from the Program from your Checking Account to a Linked External Account or to another account you designate, subject to the provisions of this Addendum and the Agreement. You may submit a request for UMB to withdraw your funds from the Program and initiate a wire transfer of funds transaction from your Checking Account by calling UNIFIMONEY during business hours on a Business Day at [insert] and providing proper instructions and information as UMB and/or UNIFIMONEY may require in order to execute the transaction.
You must have sufficient available funds in your Customer Account to fund your wire transfer transaction in full or UMB will not execute your transaction. You must use the Security Procedures described in this Addendum below in order to initiate a transaction through the Service. UMB or UNIFIMONEY may decline to execute your transaction without liability to you for any or no reason in its sole discretion. A wire transfer of funds transaction executed through this Service must only be in U.S. Dollars and for credit to a beneficiary account maintained with a financial institution located in the United States of America or a U.S. territory or protectorate.
If UMB decides to process your requested transaction in its sole discretion, it will use commercially reasonable efforts to act upon your wire transfer of funds instruction on the day on which it receives your request if it receives your instruction prior to the time of UMB’s wire transfer of funds deadline on a day that is a Business Day, and provided that the transmission system that UMB selects for wire transfers is operating properly and the receiving bank is open for business to receive the transmission. UMB reserves the right to process wire transfer transactions in any order that may be convenient to it and by any transmission facility and route that it deems to be suitable. UMB will transfer collected funds as requested by a method of transmission it determines to be reasonable and appropriate.
UMB will withdraw your funds from the Program and debit the Checking Account that you specify to fund your wire transfer transaction. UMB will not be obligated to execute any request for a wire transfer of funds transaction if the amount of the transaction would exceed the available funds balance in the specified Checking Account. UMB may, however, in its sole discretion, execute your wire transfer transaction and create an overdraft in your Checking Account. If UMB does so, it will not be liable to you for any damages for creating the overdraft. You will repay UMB immediately for any overdraft resulting from your wire transfer transaction executed in accordance with this Addendum. If you do not repay the overdrawn amount upon UMB's demand, then you also will pay UMB for all of its costs and attorneys' reasonable fees that it may incur to collect the overdrawn amount from you.
(c) Security Procedures. To use the Service, you must call UNIFIMONEY at [insert] during business hours on a Business Day, provide the required identification and security information including your Checking Account number, and acknowledge your acceptance of this Addendum. Individual wire transfers cannot exceed $500,000 per transfer.
You agree that the procedures outlined in this Section C constitute "Security Procedures" for verifying the authenticity of funds transfers initiated through the Service, and that these Security Procedures are commercially reasonable for verifying the authenticity of a wire transfer of funds transaction UMB makes that involve your Customer Account(s). UMB and UNIFIMONEY may from time to time employ various analytical tools and procedures that are designed to assist in identifying suspicious behavior and potentially unauthorized instructions and communications. Our use of those tools and procedures constitute part of the Security Procedures, even if the specific tools and procedures used have not been disclosed to you. If, based on our use of those tools and procedures or for any other reason, we suspect a wire transfer of funds instruction may be unauthorized, then UMB or UNIFIMONEY may seek additional confirmation of the authenticity of that instruction even if that instruction otherwise satisfies the Security Procedures. The Security Procedures are not designed to detect errors in the transmission or content of wire transfer of funds transactions, and you are solely responsible for any such errors (including any duplicate instructions or communications and any resulting duplicate transfers). You will be bound by any wire transfer of funds instruction that we receive in your name and accept in good faith and in compliance with the Security Procedures, whether or not you authorized that instruction. In addition, you will be bound by any wire transfer of funds instruction actually authorized by you, whether or not we complied with the Security Procedures in accepting that instruction.
(d) Accuracy of Instructions; Completeness of Information. Neither UMB nor UNIFIMONEY have any obligation to review a wire transfer of funds instruction for inconsistencies or to confirm its accuracy or completeness. If a wire transfer of funds instruction describes the beneficiary, the beneficiary's bank, or an intermediary bank by name and identifying account number, UNIFIMONEY, UMB and other financial institutions may process that instruction on the basis of the identifying account number, rather than the name on the account, even if the account number identifies a different person, account name, or bank. You are solely responsible for any such inconsistency and the accuracy and completeness of each wire transfer of funds instruction that you send UMB. You will provide UMB with all of the information UMB is required to obtain under the Bank Secrecy Act, the USA Patriot Act, and any other applicable Federal or State laws or regulations. You warrant that all the information that you provide to UMB and UNIFIMONEY in connection with a wire transfer of funds transaction is accurate and complete.
(e) Rejection of Wire Transfer Instruction. We may reject a wire transfer of funds instruction if: (a) it is not given, or could not be accepted, in compliance with the Security Procedures; (b) we request, but do not receive, satisfactory additional confirmation of the authenticity of the instruction; (c) the number of "invalid" attempts, as established by UMB from time to time, were exceeded in connection with that instruction; or (d) we believe in good faith that the instruction: (1) is not complete, correct, accurate or timely; (2) does not comply with this Addendum; (3) exceeds the available balance of collected funds in your Customer Account; (4) conflicts with another request or instruction; (5) is not genuine; (6) relates to funds or a Customer Account over which there is a dispute or which are subject to legal process, hold, or other restriction on withdrawal; (7) results from a breach in the confidentiality of the Security Procedures; (8) relates to a Customer Account or the Service that is being used for, or is the target of, fraudulent or illegal activity; or (9) violates applicable law or would cause us to violate applicable law or otherwise exposes us to liability or other risks that we deem unacceptable. UMB or UNIFIMONEY may also reject a wire transfer of funds instruction for any or no reason, each in its sole discretion. Our right to reject a wire transfer of funds instruction as described above does not impose on it any obligation to detect or notify you of any such circumstances. We will attempt to notify you through the UNIFIMONEY Dashboard or by telephone, e-mail or other electronic means that we have rejected a wire transfer of funds instruction. We are not liable for any such rejection, for any delay in giving you notice of such rejection, or for any late fees, penalties, or other losses that you may incur as a result of such rejection. You are solely responsible for reinitiating a wire transfer of funds instruction that has been rejected.
(f) Cancellation of Payment Orders. UMB is under no obligation to revoke or attempt to undo a wire transfer of funds transaction once it has executed the payment instructions. UMB will make a reasonable effort to comply with a revocation request it receives prior to the execution of the instructions provided that you have given UMB sufficient notification and a reasonable opportunity to act upon the revocation request, and UMB can verify that the revocation request has been made in accordance with the Security Procedures. You indemnify and hold UMB harmless for all claims, losses, damages, liabilities and expenses, including attorneys' reasonable fees and expenses, that UMB may incur in connection with any such revocation request.
(g) Confirmations; Statements. Each wire transfer of funds transaction will be recorded on the periodic account statement provided for your respective Customer Account through the UNIFIMONEY Dashboard or otherwise in accordance with the Agreement. You must promptly review such account information made available to you in your account statements in order to reconcile that information with your records, and report to UMB any discrepancy between your records and its records concerning any wire transfer of funds transaction appearing thereon within a reasonable time, but not exceeding thirty (30) calendar days from the date that the account statement or electronic information became available to you. Your failure to notify UMB of any discrepancy within that period of time will relieve UMB and UNIFIMONEY of any liability for any unauthorized or otherwise improperly completed wire transfer of funds from your account(s).
(h) Limitation of Liability. Neither UMB nor UNIFIMONEY will not be responsible if it refuses to execute a wire transfer of funds transaction because you have not complied with this Addendum. Additionally, we will not be liable if we do not complete a wire transfer of funds transaction because of (i) inaccurate or incomplete information that you provide, (ii) unavailability of collected funds (for any reason) in your Customer Account, (iii) circumstances beyond our reasonable control, including any act or failure to act by any person or entity that is not a party to this Addendum, or (iv) our decision not to complete such wire transfer of funds for any or no reason in its sole discretion.
Compensation, if any, for a loss of use of funds due to you as a result of UMB's or UNIFIMONEY’s error will be limited to interest on the funds for a period not exceeding the lesser of sixty calendar (60) days or the period between the date of the wire transfer of funds transaction and the date of the error correction, and UMB or UNIFIMONEY, as applicable, will pay such compensation by reimbursing your Checking Account in an amount equal to interest at a rate not exceeding the average Federal Funds rate computed on a daily basis for the period's actual number of days elapsed on the amount of the wire transfer of funds transaction. In any event, neither UMB nor UNIFIMONEY will be liable for improper payment of, or damages arising out of or in connection with, a wire transfer of funds transaction unless you have commenced an action against the applicably Party within one (1) year from the date of such funds transfer transaction.
You hold UMB and UNIFIMONEY harmless for, and indemnify each of us against, and will reimburse each of us for, every claim, demand, loss, damage or expense of any nature whatsoever (including, but not limited to, attorneys' reasonable fees and expenses) that UMB or UNIFIMONEY may incur in connection with any wire transfer of funds transaction initiated pursuant to this Addendum, or other matters related to this Addendum. You will not be responsible for any loss, damage, or expense caused by our gross negligence or willful misconduct in the performance of our obligations under this Addendum. IN NO EVENT WILL UMB OR UNIFIMONEY BE LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF IT WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES (EXCEPT AS MAY BE SPECIFICALLY REQUIRED BY LAW).
(i) Additional Terms and Conditions. The provisions of this Addendum supersede any prior agreements, whether oral or written, relating to wire transfers of funds from your Checking Account. This Addendum supplements the provisions, and supersedes any conflicting terms, of the Agreement.
This Addendum will terminate after each wire transfer of funds transaction that UMB either executes or that either of us decline to execute, and you will be required to enter into a new Addendum with respect to any subsequent request to use this Service. Any such termination will not affect any claim or cause of action of either you or us arising prior to or at the time of termination and our right to demand indemnification from you or to be held harmless by you in connection with this Addendum.
UMB will direct all instructions and notices relating to this Addendum to you as provided in the Agreement. You must deliver your notices relating to this Addendum to UMB at [insert]. Each such notice will be considered given when UMB receives it.
If you commence or suffer commencement of a proceeding under the United States Bankruptcy Code, you must provide immediate verbal and written notice thereof to UMB. Upon commencement of any such proceeding, any obligation on UMB's part to perform under this Addendum will terminate.
This Addendum is to be construed in accordance with Article 4A of the Uniform Commercial Code, as amended from time to time. Except as governed by Federal law, this Addendum will be governed by the laws of the State of Missouri.
We reserve the right to electronically record any telephone conversation that we have with you related to this Service. By entering into this Addendum, you consent to us recording such conversations, and you agree to the terms and provisions of this Addendum.
By [clicking "I agree" below], you request UMB Bank's Wire Transfer of Funds Service and agree to be bound by the terms and provisions of this Addendum including the Security Procedures. You certify that: (a) you are the owner of the Customer Account identified in connection with your request for the Service; (b) all of the information provided in this Addendum is accurate and correct; (c) you have received an electronic copy of this Addendum and the Agreement, and agree to each of their terms and provisions.
