I. TERMS AND CONDITIONS FOR BOTH CONSUMERS AND NON-CONSUMERS
Introduction: This is the Ministry Partners Investment Company LLC Online Banking Agreement and Disclosure ("Agreement ") that governs the use of Ministry Partners Investment Company LLC’s account online access services (“Services”). Specifically, this Agreement specifies the rights and obligations of Ministry Partners Investment Company LLC and client with respect to use of the Services, as described below, via Ministry Partners Investment Company LLC’s account online access system (“System”). By using the Services, you agree to the terms and conditions provided in this Agreement.
For purposes of this Agreement, the words “you,” “your,” “Authorized User,” “Customer,” “Client”, and other similar terms refer: (i) each person who applies for the Services, as set forth below (including, but not limited to, the person who electronically agrees to this Agreement); and (ii) to anyone you authorized to use the Services via the System or anyone else authorized by the client(s), as set forth below, to exercise control over client(s) funds through the System. The words “we,” “our,” “us,” “Company”, “MPIC” and other similar terms mean Ministry Partners Investment Company LLC. “Electronic fund transfers” mean, preauthorized transactions and transfers to and from your accounts held at Company using the System.
In this Agreement, defined terms have the meaning given to them. In addition:
If you are an individual, then you agree to use our Services for consumer transactions only. If you are not an individual, including, but not limited to, a sole proprietor, corporation, partnership, limited liability company, unincorporated business entity or association, then you agree to use the Services for non-consumer transactions only. A “consumer transaction” means the use of the Services to electronically transfer funds to or from a consumer account. A “consumer account” is an account of yours that is established primarily for personal, family or household purposes. If you use the Services for a consumer transaction, then the terms and conditions in Section III. of this Agreement will not apply.
A “non-consumer transaction” means the use of the Services for any purpose that is not a consumer transaction (for example, a transfer to or from a business account or from a business account or any account that is not a consumer account) and in addition includes (to the extent allowed by law); (i) any transfer of funds through wire transfer system; (ii) any transfer of funds the primary purpose of which is the purchase or sale of a security or commodity; and (iii) any other use of the Services if the use is not covered by the Electronic Fund Transfer Act and its implementing Regulation E. If you use the Service for a non-consumer transaction, then the terms and conditions in Section II. of this Agreement will not apply.
Other Agreements. Your use of the Services may also be affected by other agreements between you and Company including, but not limited to the Account Agreement Account Disclosures. Your use of the Services does not change any other agreement you may already have with us. You should review those agreements for any limitations on the number of transfers your can make, and for other restrictions which might impact the use of your account(s) with the Services.
Using Account Online Access System: Security Codes and Additional Authentication Tools
User ID and Password Requirements. The first time you access the Services, you will need to enter your temporary User ID (“User ID”) and temporary personal identification number (“Password or PIN”) and otherwise satisfy the System’s security procedures. The temporary User ID is any one of your account numbers and the temporary Password will be the last four digits of your Social Security Number. You will be prompted to change your temporary User ID and temporary Password after a successful log on. Your User ID, which cannot be used without your Password, will provide you access to all of the accounts you currently have with the Company, whether individual or jointly held, as well as any new accounts you may open in the future.
You determine what Password you will use and the identity of the Password is not communicated with the Company. You agree that Company is authorized to act on instructions received under your Password. You accept responsibility for the confidentiality and security of your Password and agree to change your Password regularly. Company has no obligation to verify that you have used a reasonable level of protection or to verify that your Password is changed at reasonable intervals. Upon three unsuccessful attempts to use your Password, your access to the System will be revoked. To re-establish your authorization to use the System, you must contact Company at 866-753-6742 to have your Password reset or to obtain a new temporary personal identification number.
You agree that Company is entitled to act upon instructions received through the Services under your Password and without inquiring into the identity of the person using that Password. However, you agree that you will not, under any circumstances, disclose your Password by telephone or any other means to any person. You acknowledge that no person from Company will ever ask for your Password and that Company employees do not need and should not ask for your Password. You are liable for all transactions made by the authorized use of your Password and agree that, if you give your Password to anyone, you do so at your own risk since anyone with your Password will have access to your accounts. At any time, you may ask Company to disable your Password.
For joint accounts, each person will have a separate User ID and Password. Each person on a joint account will be liable for all transactions that are made on that account. Each person on a joint account authorizes all transactions made by any other person on the account. Each person on a joint account agrees to be liable for the actions of the other person(s) on the accounts.
You agree and acknowledge that your User ID, your Password or PIN and Company’s Challenge Questions are authentication tools or methods used by Company to verify your identity and Company may require you to use additional authentication tools or methods at any time and from time to time. Such additional authentication tools or methods include, but are not limited to, secret codes shared only between Company and you. You further agree that if you do not use Company’s additional authentication tools, if and when they become available, then your access and use of the Services or System may be limited or you may not be able to use the Services or System.
For purposes of this Agreement, User ID, Password, PIN, Company’s Challenge Questions, Site Keys and any other additional authentication tool or method offered or required by Company in order to verify your identity will be referred to, collectively and individually as the “Code” or the “Codes.”.
Information Security. Information exchanged through the Service is protected by advanced encryption techniques. These security measures still require your responsible behavior in protecting your Codes.
Description of the Services
Services Available. You may use the Services to:
The balance and the activity information that you obtain through the System are as of 5:00pm from the previous business day and may not reflect current transactions. Your balance may not reflect transactions that have not been processed.
Some of the Services may appear on your screen that have not been approved for you, and, therefore, will not be available to you. Also, available Services may be added or cancelled at any time. Company will update this Agreement to notify you of the existence of new Services. Upon your use of a new Service when it becomes available, you agree to be bound by the rules contained in this Agreement and any update to this Agreement.
You understand that any one owner of an account may utilize the System and the Services (including account viewing and internal transfers, if available) without regard to any restrictions otherwise applicable to an account. This means, but is not limited to, that internal transfers initiated via the System or Services are not subject to any signature withdrawal restrictions even though it may be provided otherwise on the signature card applicable to the account. You agree that any arrangements with Company to require two or more authorized signatures for transactions involving your accounts do not apply to transaction using the Services.
You agree to comply with any applicable state or federal law in connection with your use of the Services and the fulfillment of its obligations under this Agreement. You acknowledge that the Services or the System may not be used in violation of, and transfers to third parties or to your account held another financial institution originated by you must comply with, the laws of the United States, including sanctions laws administered by the Office of Foreign Asset Controls.
Secure Messaging. We do not currently offer secure messaging feature as part of the Services. Regular non-encrypted Internet email is not secure. Therefore, for your security, we do not accept instructions for the operation of your accounts by email.
Fees. At this time MPIC is not currently imposing any fees for the use of the System or the Services; however, Company reserves the right to impose such fees in the future. You are responsible for telephone, Internet service and any other third party fees you incur in connection with your use of the System or Services. Company reserves the right to change Company fees for use of the System or the Services at anytime and from time to time. However, where required by applicable law, Company will notify you in advance (normally 21 days prior to effective date of change) of any such change(s).
To use the Service, you must have the appropriate computer hardware and software to access the Internet. This includes an Internet browser that supports 128-bit encryption and an Internet Service Provider. System requirements are:
Limitation of the Services
Dollar Limitations. There is a dollar limit of sufficient available balance for transfers from your account to another account in your name held at Company. Specifically, you agree that you will instruct Company to make a withdrawal only when a sufficient balance is available in your account. If you do not have a sufficient available balance in your account then you agree that the transfer or payment amount will not be withdrawn from your designated account. Company reserves the right to change the dollar limits upon written notice as required by law.
Transfer limitations. All transfers to and from an account will be subject to the terms and conditions applicable to the account as set forth in the account agreement governing the account, including but not limited to transfer limitations.
Cut-off Hour for Transfers between Accounts. Transfers ( if permitted) between your accounts held at Company initiated before 5:00 p.m. PST on a business day are posted to your account the same day. Transfers completed after 5:00 p.m. PST or on a non-business day will be posted on the next business day. You agree to communicate with any other persons with authorized access to your accounts concerning any transfers, withdrawals or other transactions from your account in order to avoid insufficient funds being available to fund your transfer requests.
Cancelling Transfers. You can cancel future dated internal transfers initially set up via the System by logging onto the System and following the applicable instructions. You agree that an instruction from you to Company via the System to cancel a future dated transfers will not be valid unless Company has received your instructions to cancel the transfer or payment no later than the end of the business day before the date on which the transfer is scheduled to be made.
Business Days and Times. For the purposes of this Agreement, our business days are Monday through Friday. Holidays are not included. All time references are local time of the Company.
Hours of Service. You can use the System seven days a week, twenty-four hours a day. However, some or all Services may not be available occasionally due to emergency or scheduled System maintenance. Company will use reasonable efforts to post notice of any extended periods of non-availability on the System website. Company will not be responsible for any losses or inconvenience caused by these temporary unavailability periods.
Contact in Event of Unauthorized Transfers. If you believe your User ID or password has been lost or stolen call:
Ministry Partners Investment Company LLC
915 West Imperial Highway, Suite 120
Brea, CA 92821
You should also call the number or write to the address listed above if you believe a transfer has been made using the information from your check without your permission. Phoning us immediately is the best way of minimizing your potential losses.
Force Majeure and Limitation of Liability of Company. Notwithstanding any other provision of this Agreement, Company will not be liable for any loss, expense or delay caused by accidents, legal constraint, strikes, fire, flood, terrorist action, war, riot, electrical or mechanical failure, software, acts or omissions by you, or any other third parties (including but not limited to acts or omissions of any telephone or telecommunications carrier), acts of God or any other cause or causes which are beyond Company’s or a third party’s reasonable control.
Offer of Services through Affiliates or Third Parties. Company reserves the right to offer the Services through an affiliate or unrelated third party. In order to provide the Services to you through this type of arrangement, you authorize Company to disclose information on your accounts and services to the affiliate or third party who provides the Services.
Confidentiality. We will disclose information to third parties about your account or the transactions you make;
Termination. Company reserves the right to terminate this Agreement or limit your use of the System or one or more of the Services at any time and for any reason, as determined by Company in its sole discretion. Company also reserves the right to terminate this Agreement at any time, with or without cause and without prior notice. Examples of when we may terminate this Agreement and the use of the Services without prior notice include, but are not limited to:
If you, or any authorized user of your User ID, breach this or any other agreement Company may have with you;
If Company has reason to believe that there has been or may be an unauthorized use of your User ID or account(s);
If there is conflicting claims as to the funds in any of your account(s);
If you request us to do so; or
If you do not access the System for a period of 180 days or longer.
You may terminate your use of the System at any time by sending your instructions to terminate use of the Services and the System by either: (a)) emailing us through the System; (b) by calling us at 866-753-6742; or (c) by writing us at 915 West Imperial Hwy Suite 120, Brea, CA 92821. Your access to the System will be suspended within one business day of our receipt of your instructions to terminate the Services or System. Termination will not affect your liability or obligations under this Agreement for transactions that have been processed on your behalf. Termination will apply only to your use of the System and does not terminate your other relationships with Company.
Amendments. Company may, from time to time and at any time amend, modify, add or delete (collectively and individually a “change”) the terms of this Agreement and will provide advance written notice of any change, as required by law. A change may include a change to existing terms, a change in terms, a change that involves a new term or a change that involves conditions not otherwise contemplated by you or Company at the time this Agreement is entered. However, no prior notice is required when any change in terms is determined by Company to be necessary to the security of the Services or System or to prevent a loss by Company.
Entire Agreement. This Agreement to provide the Services pursuant to this Agreement, constitutes the entire agreement between Company and you with respect to the matters covered in this Agreement. No other agreement, statement or promise made by any party hereto or by any employee, officer, or agent of any party to this Agreement that is not in writing and signed by the parties is binding.
Notices. Except as otherwise expressly provided in this Agreement, any notice or other communication required or permitted to be given under this Agreement will be written and delivered, or sent by United States registered or certified mail, postage prepaid, or by express carrier, to your address as it appears on the Company's computer file:
or, if to Company, addressed to:
915 West Imperial Highway, Suite 120
Brea, CA 92821
unless another address is substituted by notice delivered or sent as provided in this Agreement. Except as otherwise expressly provided in this Agreement, any such notice will be deemed given when sent or received by Company.Attorney's Fees. The successful party in any such action will be entitled to recover from the unsuccessful party, in addition to any other relief to which it may be entitled, reasonable attorneys' fees and costs incurred by it in prosecuting or defending such action.
Company’s Confidential Information. Client acknowledges that it will have access to certain confidential information regarding Company’s execution of transactions, the security procedures and the Services contemplated by this Agreement. Client shall not disclose any such confidential information of Company and shall use such confidential information only in connection with the transactions contemplated by this Agreement.
Reliance on Third Parties. Company’s ability to provide certain services is dependent upon its ability to obtain or provide access to third party providers, third party vendors, web sites, and networks. In the event any third party is unavailable or Company determines, in its discretion, that it cannot continue providing any third party network access, Company may discontinued the related service or may provide the service through an alternate third party. In such situations, Company will have no liability for the delay or unavailability of access. Company will not be responsible for any services Client receives from third party vendors.
Severability. If any provision in this Agreement, or part of this Agreement, is held to be invalid, illegal or unenforceable, the remainder of the Agreement, or other parts or applications of such provisions, will not be affected.
Assignment. No assignment of this Agreement may be made by you without the prior written consent of Company. Company may assign this Agreement either in part or in whole at any time and with or without notice to you. This Agreement is binding upon your heirs and Company’s successor and assigns.
Headings. The headings used in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions.
Waiver. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach.
Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws, provisions, and by applicable federal laws (except to the extent this Agreement can and does vary such rules or laws).
II. TERMS AND CONDITIONS FOR CONSUMERS ONLY
This Section II. applies only to Consumers and Consumer Transactions.
Security Codes. Tell us AT ONCE if you believe your User ID and/or password has been lost or stolen.
Periodic Statements. You will get a monthly account statement.
If you are a consumer, you may stop reading this Agreement and “Accept” the agreement below.
III. TERMS AND CONDITIONS FOR NON-CONSUMERS ONLY
This Section III. applies only to non-consumer transactions.
You Are Responsible for User ID and Instructions In Your Name. The Codes are security procedures. You agree that Company may use the security procedures to verify the authenticity of requests for an internal transfer (an "instruction") in your name that are received by Company. If Company verifies the authenticity of an instruction using the security procedures, then Company may rely on and you will be obligated on the instruction, whether or not the instruction was authorized by you. Also, if an instruction was authorized by you, you will be obligated on the instruction even if Company did not verify its authenticity using the security procedures and even if the security procedures would have prevented error. You agree that the security procedures are intended to verify authenticity and not to detect error.
You agree that Company will not be responsible for authenticating whether a payment order, instruction or other communication is originated by an Authorized User other than through the authentication process contained in the security procedures. Thus, for example, when an employee is added or deleted as an Authorized User on the System, the Company will treat that person as "authorized" if the security procedures are followed, without verifying that the employee is still employed with you or otherwise investigating whether the employee is exercising authority granted by you or consistent with any internal limitations on activity established by you for that employee.
You will consider the risks presented by the possibility of unauthorized access to these Services and your obligation on instructions or communications even though they are unauthorized. You should implement security procedures that are commercially reasonable for you. Once you have chosen the security procedures, you agree and acknowledge that they are commercially reasonable for you and that you will be bound by instructions in your name as set forth above.
Your Obligations to Safeguard Security Procedures. You will establish procedures to protect the confidentiality of all information relating to the Services, including all Codes and security procedures, and will promptly notify Company if you know or suspect that Codes, security procedures or other security information is stolen, compromised, or misused. You assume all risks associated with disclosure of any Code or security procedures. You agree to limit disclosures of Codes or security procedures to those employees you will authorize to use the Services or who have a specific need to know.
Authorization and Processing Instructions. You are responsible for controlling access to the Services and for any limitations placed by you on the Services an Authorized User may utilize. The fact that Company is or may be made aware of, or could have discovered, any limitation on access to a Service does not make Company obligated to enforce or attempt to enforce any limitation.
You understand that each Authorized User may utilize Services (including inquiries, transfers and account verification) without regard to any restrictions otherwise applicable to an account. For example, if an Authorized User directs transfers from a given account, that person can initiate the transfers whether or not the Authorized User has been authorized to do so according to the signature card applicable to the account. For example, if an Authorized User's signing authority is over account "A" but not over account "B," but the Authorized User is given electronic access under this Agreement to transfer funds from account "B" to account "A," then the Authorized User could transfer funds from "B" to "A" and then withdraw funds from "A." Similarly, if an Authorized User accesses an account without you having established a dollar limit applicable under the System for his or her access, transactions initiated under this Agreement are authorized even if the same transaction would have been beyond his or her authority had it been initiated other than under this Agreement.
Company not Obligated to Honor an Instruction. Company may in its sole discretion refuse to accept or otherwise execute any instruction or any request for Services, whether for cause or without cause, and shall have no liability for such refusal. Should any instruction not be performed by Company in accordance with instructions received from you, Company shall notify you on or before the next business day of Company, or otherwise by more expeditious means (including telephonic notice).
Liability; Limitation of Liability; Indemnification. Company agrees to be responsible only for performing the Services expressly provided for in this Agreement and shall be responsible only for its actions or inactions for which Company has engaged in gross negligence or willful misconduct in performing those Services. Company will not be responsible for your acts or omissions and none of your employees or agents shall be considered agents of Company. You agree to defend, indemnify and hold Company harmless against any loss, liability or expense (including attorney's fees and expenses) resulting from or arising out of (i) any claim of any person that is responsible for any act or omission by you or your employees or agents; (ii) any claims against Company from a third party resulting directly or indirectly under this Agreement where Company has acted in accordance with your instructions and/or within the terms of this Agreement; and (iii) any breach by you of any representation or agreements made pursuant to or in this Agreement.
Unless prohibited by applicable law, you understand and agree that Company's liability and your sole and exclusive remedy for claims in connection with or arising out of this Agreement for any cause whatsoever and regardless of the form of action shall be limited to actual, direct damages for losses that do not exceed an amount of the fees charged by Company to you for your use of the Services during the three month period preceding the date of the alleged negligence or breach resulting from Company's gross negligence or willful misconduct.
In no event shall Company be liable for special, consequential, incidental, exemplary or similar damages including, but not limited to, lost profits or lost savings, even if Company was advised of the possibility thereof. Company makes no warranties, express or implied, with respect to the Services or System whatsoever, including but not limited to, any warranty of merchantability, or fitness or a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to Company or to you by licenser or others in connection with the Services or System. Without limiting the generality of the foregoing, Company makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. You assume the entire risk as to the quality and performance of the Services and System, the suitability of the Services, and with respect to any documentation. This paragraph shall survive the termination of this Agreement by either you or Company, and also limits the liability of any agent, employee or affiliate of Company.
Nothing contained in this Agreement shall be deemed to relieve you of any liability, duty or obligation which may be imposed upon you by any federal, state or municipal laws, including without limitation, laws requiring you to maintain records regarding your business or employees or to withhold taxes or other deductions.
Your Duty to Notify Company of Error. You agree to notify Company promptly (i) of any discrepancy between your records and the periodic account statements furnished by Company to you, or (ii) if an instruction purportedly made on your behalf or charged to your account was not authorized by you, was erroneous or was executed improperly. You will be deemed to have notice of any discrepancy or of an unauthorized or erroneous instruction when you receive your periodic statement or when you receive actual notice that an instruction was accepted and acted upon by Company or your account was debited with respect to the instruction, whichever occurs first. Also, you agree that you will be deemed to have “received” a periodic statement at the earlier of the time that: (a) Company first makes it available for you to pick-up; (b) it is made available to you by U.S. Postal Service; or (c) Company first makes it available electronically or by means of the System.