This Agreement explains the terms and conditions for accessing accounts and conducting online transactions
at First Foundation Bank (“Bank”, “we”, “us” and “our”) via our On-Line Banking ("On-line Banking").
As used in this Agreement, the terms "you", “client” and "your" refer to each person agreeing to the terms
and conditions in this Agreement. The terms and conditions of this Agreement are in addition to the Account
agreements, disclosures and other documents in effect from time to time governing your Account.
You may not initiate transactions until accepting this Agreement. By clicking “I Agree” when you register for Private Access Online Banking service or by using the service, you agree to the terms and conditions of this Agreement.
You can usually access On-Line Banking seven (7) days a week, twenty- four (24) hours a day. However, at certain times, some or all of On-Line Banking may not be available due to system maintenance or reasons beyond Bank's control. Bank does not warrant that On-Line Banking will be available at all times. When unavailable, call our Bank to conduct your many of your transactions. An On-line transaction initiated prior the prevailing timeframes posted by Bank on a banking day is posted to your account the next day. All transfers completed after cutoff time or on a non-banking day, will be posted the following banking day.
We are strongly committed to protecting the security and confidentiality of our client accounts information. We use several techniques to help secure our On-Line Banking service, including the following:
Your PIN and Passmark will give you access to Bank accounts via On-Line Banking. Bank is entitled to act on any instructions it receives using your PIN and Passmark. For security purposes, it is recommended that you memorize your PIN and do not write it down and keep your token in a secure manner. We also recommend that you change your PIN regularly to try and avoid misappropriation by a third party. Your PIN can be changed at our On-Line Banking site. You are responsible for keeping your PIN, Passmark and account data confidential. You are responsible for all transactions performed using your PIN, even if you did not intend or authorize them. In addition, fraudulent transactions initiated using your PIN will be charged against your account(s).
On-Line Banking allows you to manage eligible accounts from your home or office using a personal computer and using an approved mobile device. On-Line Banking can be used to conduct any of the following financial services:
Sending E-mail is a very good way to communicate with the Bank regarding your accounts or the On-Line Banking. However, your e-mail is actually sent via your own software and, as a result, is not secure. You should not include confidential information, such as account numbers and balances in any e-mail to Bank. You cannot use e-mail to initiate On- Line Banking transactions. All such transactions must be initiated using the appropriate functions within the On-Line Banking site. Bank will not be liable for any errors, omissions, claims, or problems of any kind involving your e- mail.
You release us and our Affiliates and licensors and contractors and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you and one or more other users of the Site or the Service. In addition, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.
We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
You agree that our service providers may rely upon your agreements and representations in this Agreement, and such service providers are third party beneficiaries to this Agreement, with the power to enforce its provisions against you.
Information submitted to Bank or its suppliers is the property of those parties, and they are free to use and disclose that information, or any ideas, concepts, know-how or techniques contained in that information to any third party for any purpose whatsoever, except as specifically agreed by Bank or prohibited by law.
Information that Bank publishes on the Internet may contain links to other sites and third parties may establish links to Bank’s site. Bank makes no representations about any other web site that you may access to, from or through any of the Bank’s sites. Unless expressly stated in writing, Bank does not endorse the products or services offered by any company or person linked to this site nor is Bank responsible for any software or the content of any information published on the site of any third party. You should take precautions when downloading files from sites to protect your computer software and data from viruses and other destructive programs. You are solely responsible for any telephone or internet service provider charges incurred when using the On-Line Banking.
If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement or have otherwise breached your obligations under this Agreement, we may: terminate, suspend or limit your access to or use of the Site or the Service; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate this Agreement, access to the Site and/or use of the Service for any reason or no reason and at any time. The remedies contained in this Section 36 are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise.
In the event of a dispute regarding the Service, you and we agree to resolve the dispute by looking to this Agreement.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through Judicial Arbitration and Mediation Services (“JAMS”), the American Arbitration Association (“AAA”), or an established alternative dispute resolution (ADR) administrator mutually agreed upon by the parties. The parties agree that that the following rules shall apply: (a) the arbitration may be conducted telephonically, online and/or be solely based on written submissions, at the election of the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties, their representatives or witnesses unless otherwise mutually agreed by the parties; (c) discovery shall not be permitted; (d) the matter shall be submitted for decision within ninety (90) days of initiation of arbitration, unless otherwise agreed by the parties, and the arbitrator must render a decision within thirty (30) days of submission; and (e) any award in such arbitration shall be final and binding upon the parties may be submitted to any court of competent jurisdiction for confirmation. The parties acknowledge that remedies available under federal, state and local laws remain available through arbitration. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION.
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent, which we may withhold in our sole discretion. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time to any party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to Affiliates, independent contractors or other third parties.
Except as otherwise stated below, notice to us concerning the Site or the Service must be sent by postal mail to:First Foundation Bank
We may also be reached at 1-888-830-4199 for questions and other purposes concerning the Service, but such telephone calls will not constitute legal notices under this Agreement.
If you receive information about another person through the Service, you agree to keep the information confidential and only use it in connection with the Service.
The Service is offered only to individual residents of the United States who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not offered to minors. By using the Service, you represent that you meet these requirements and that you agree to be bound by this Agreement.
Immediately following your discovery of an unauthorized Payment Instruction, you shall communicate with us in the manner set forth in section 7 above. You acknowledge and agree that time is of the essence such situations. If you tell us within two (2) Business Days after you discover your password or other means to access your account through which you access the Service has been lost or stolen, your liability is no more than $50.00 should someone access your account without your permission. If you do not tell us within two (2) Business Days after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of your password or other means to access your account if you had told us, you could be liable for as much as $500.00. If your monthly financial institution statement contains Payment Instructions that you did not authorize, you must tell us at once. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) prevented you from telling us, we may in our sole discretion extend the period.
You shall indemnify, defend and hold harmless Bank and its officers, employees, directors, suppliers and agents, in their individual capacities or otherwise, from and against any Losses arising out of: (i) your negligence; (ii) your failure to comply with applicable law; or (iii) your failure to comply with the terms of this Agreement.
Due to the likelihood of irreparable injury, Bank shall be entitled to an injunction prohibiting any breach of this Agreement by you.
We may amend this Agreement and any applicable fees and charges for the Service at any time by posting a revised version on the Site. You may be required to affirmatively accept the revised Agreement in order to continue using the Service. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Any use of the Service after a notice of change or after the posting of a revised version of this Agreement on the Site will constitute your agreement to such changes and revised versions. Further, we may, from time to time, revise, update, upgrade or enhance the Service and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Service, and/or related applications and material, and limit access to only the Service’s more recent revisions, updates, upgrades or enhancements. You agree that if you are currently or become a registered user of another of our services, your Service setup or customer profile information, including but not limited to your name, email address and bank account information, may be shared by and with our Affiliates, and we may provide you with the Services as a substitute to or replacement of any service previously provided through another website or platform.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect. You agree that any claim or dispute you may have against us must be resolved by a court located in Orange County, California. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes unless said claim is submitted to arbitration. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the parties or any of their respective Affiliates arising under this Agreement.
Bank may assign its rights and/or delegate all or a portion of its duties under this Agreement to a third party. This Agreement is not assignable or transferable by you.
This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and all prior agreements, understandings and representations concerning such subject matter are canceled in their entirety. Notwithstanding the foregoing, this Agreement is in addition to any other agreements between you and Bank.
You agree that this Agreement is the complete and exclusive statement of the agreement between us, sets forth the entire understanding between us and you with respect to the Services and the portion of the Site through which the Services are offered, and supersedes any proposal or prior agreement, oral or written, and any other communications between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. Any terms of this Agreement which by their nature should survive, will survive the termination of this Agreement. If there is a conflict between the terms of this Agreement and something stated by an employee or contractor of ours (including but not limited to its customer care personnel), the terms of this Agreement will prevail.
Bank shall not, by the mere lapse of time, without giving notice or taking other action, be deemed to have waived any of its rights under this Agreement. No waiver by Bank of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement.
Neither party shall be liable for any loss nor damage due to causes beyond its control, including fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or other causes beyond that party’s control. Either party may terminate this Agreement immediately on written notice if the other party is prevented from performing its obligations under this Agreement for a period of more than thirty (30) days due to the reasons set forth in this subsection.
You may not appropriate any information or material that violates any copyright, trademark or other proprietary or intellectual property rights of any person or entity while using On-Line Banking. You may not gain, or attempt to gain, access to any On-Line Banking and/or On-line Financial Service server, network or data not specifically permitted to you by Bank or its suppliers, and you must not include any obscene, libelous, scandalous or defamatory content in any communications with Bank or its suppliers.
Neither Bank nor its suppliers will be liable for any transaction if: (i) you do not have enough money in your account to complete the transaction; (ii) a legal order prohibit withdrawals from your account; (iii) your account is closed or has been frozen; (iv) the transaction would cause your balance to go over the credit limit for any credit arrangement set up to cover overdrafts; (v) you, or anyone you allow, commits fraud or violates any law or regulation in connection with On-Line Banking; (vi) any electronic terminal, telecommunication device or part of the electronic fund transfer system is not working properly; (vii) you did not provide us with complete and correct payment or transfer information; (viii) you did not properly follow the instructions for use of On-Line Banking; (ix) you knew that On- Line Banking was not operating properly at the time you initiated the transaction or payment; (xi) there is postal delay; or (xi) circumstances beyond our control (such as fire, flood or improper transmission or handling by a third party) that prevent, hinder or delay the transaction.
The Bank may, from time to time, introduce new on-line services and Popmoney services and features. By using those services when they become available, you agree to be bound by the terms contained in the agreement(s) relating to such services, or in this Agreement, and its subsequent amendments, as the case may be.
Bank is not responsible for any electronic virus that you may encounter using the On-Line Banking. We encourage you to routinely scan your computer and diskettes using reliable virus protection product to detect and remove viruses. If undetected and unrepaired, a virus can corrupt and destroy your programs, files and hardware.
THE SITE AND SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES
AND LICENSORS AND CONTRACTORS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE SERVICE
AND THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM
TIME TO TIME, THE SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE
AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY
INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE SERVICE, WHETHER CAUSED BY STRIKES, POWER
FAILURES, EQUIPMENT MALFUNCTIONS, INTERNET DISRUPTION OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR
AFFILIATES OR LICENSORS OR CONTRACTORS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR
ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION,
DISRUPTION OR SIMILAR FAILURE. IN NO EVENT SHALL WE OR OUR AFFILIATES OR LICENSORS OR CONTRACTORS
OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY
THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SERVICE OR THE PORTION
OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE
AND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR LICENSORS OR CONTRACTORS
OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE
OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT
FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED AS ABOVE WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT
GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING
FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY
AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND LICENSORS AND CONTRACTORS AND THE EMPLOYEES AND CONTRACTORS
OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT
SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY TO YOU.
In addition to the terms previously disclosed, Bank is not responsible for any losses, errors, injuries, expenses, claims, attorney’s fees, interest or other damages, whether direct, indirect, special, punitive, incidental or consequential, (collectively, “Losses”) caused by On-Line Banking or the use of the On-Line Banking or in any way arising out of the installation, use or maintenance of your personal computer hardware or software, including any software provided by Bank or one of its suppliers. In addition, Bank disclaims any responsibility for any electronic virus (es) you may encounter after installation of such software or use of On-Line Banking. Without limiting the foregoing, neither Bank nor its suppliers shall be liable for any: (i) failure to perform or any Losses arising out of an event or condition beyond their reasonable control, including but not limited to communications breakdown or interruption, acts of God or labor disputes; or (ii) the loss, confidentiality or security of any data while in transit via the Internet, communication lines, postal system or Automated Clearing House network. Bank and its suppliers provide On-Line Banking from their own site and they make no representation or warranty that any information, material or functions included in On-Line Banking are appropriate for use by you in your jurisdiction. If you choose to use On-Line Banking, you do so on your own initiative and are solely responsible for compliance with applicable local laws and regulations. Neither Bank nor its suppliers warrant the adequacy, accuracy or completeness of any information provided as a part of On-Line Banking contained in any third party sites linked to or from Bank’s web site.
This Agreement shall be construed equally against the parties regardless of who is more responsible for its preparation. If there is a conflict between a part of this Agreement and any present or future law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law.