These terms and conditions (the "Terms and Conditions") provide you with information regarding the services provided by Winona Senior Services, Inc. (also referred to as Winona Senior Services, "we," or "us") and outlines important terms applicable to your use of the electronic bill payment portal and related services provided by Winona Senior Services, Inc. and Bremer Bank, National Association ("Bank") (collectively the bill payment portal and related services are referred to as the "BPP Service"). The BPP Service is provided to you subject to these Terms and Conditions as well as the Operating Rules of the National Automated Clearinghouse Association (the "NACHA Rules") and any local, state, or federal laws and regulations applicable to the BPP Service, including, but not limited to, Regulation E (12 C.F.R. Part 1005) as promulgated under the federal Electronic Fund Transfer Act (15 U.S.C. � 1693 et seq.) (collectively, "Applicable Law").
1. BPP SERVICE.
(a) In partnership with Bank and any third-party service provider directed by Bank, we offer to you as a "Payer" the ability to pay bills issued by us from your bank accounts using (i) Automated Clearinghouse transactions and (ii) credit cards or debit cards. Bank will cause payments to be made from your funding account(s) at either your request or the request of a biller on your behalf. Each debit of a funding account designated by you and each submission of a credit card or debit card charge will be considered a single payment transaction ("Transaction") (whether or not the Transaction is later reversed or charged back). When you open your account with us, or any third-party vendor acting on our behalf, or use the BPP Service, you and any person you authorize to perform functions on your account (see below Section 3 "Authorized Users"), agree to be bound by these Terms and Conditions.
(b) You acknowledge and agree that the BPP Service is supported by Bank and that we provide such services to you subject to our agreements with Bank. You agree to comply with all Applicable Law with respect to each Transaction and the BPP Service. You agree to be bound by any Transaction initiated by Bank on your behalf and, to the fullest extent provided under the Terms and Conditions and Applicable Law, indemnify and hold Bank harmless from and against any loss or liability in connection with the BPP Service. This indemnification is provided without regard to whether Bank's claim for indemnification is due to the use of the BPP Service or a Transaction authorized by you or your Authorized User.
2. AUTHORIZATION AND PAYMENT.
(a) Completion of any Transaction is contingent upon both the authorization of payment by you, your credit card company, or your financial institution and acceptance of your payment. Unless otherwise expressly provided, all Transactions are non-refundable. You are responsible for having sufficient funds available to cover any amount you approve for a Transaction. If you do not have sufficient funds available, your Transaction may not be processed. If we receive a Transaction instruction authorized by you or your Authorized User, and the instruction is erroneous in any way, neither we nor Bank shall have any obligation or liability to you for the error or correction thereof (notwithstanding that we and/or Bank may, at our sole discretion, implement general error correction procedures). You acknowledge and understand that certain types of bank accounts and credit cards have limits on the numbers of transfers/withdrawals or payment transactions that may be made per month. Your financial institution or credit card company may refuse transfers that would exceed such limits. Consequently, you understand it is your responsibility to determine what limitations are imposed on payments or withdrawals from any bank account or credit card used for a Transaction.
(b) Neither we nor Bank have any obligation to try to debit a bank account or credit card for a specific Transaction more than once (notwithstanding that we and/or Bank may, at our sole discretion, perform certain actions to determine the cause for non-payment of a Transaction). In the event your payment is not processed for any reason, including the failure to obtain an authorization from your credit card company or financial institution or the failure of a payment to be accepted, your liability shall remain outstanding and unpaid and you will be solely responsible for any applicable penalties, late fees, and interest charges related to the Transaction. In no event will we or Bank be held liable for any costs, damages, or expenses (including attorney's fees) caused by your failure to make a Transaction.
(c) You agree to regularly and promptly review and verify all Transactions either via the BPP Service portal or through monthly statements received from your financial institution or credit card company holding your account(s). In the event that your monthly bank or credit card statements indicate any unauthorized or erroneous transactions, you must contact your financial institution and/or credit card company to resolve such unauthorized or erroneous transactions.
3. AUTHORIZED USERS. An "Authorized User" means a person with authority (actual or apparent) to to act on your behalf with respect to the submission and processing of Transaction instructions including, without limitation, representatives of Winona Senior Services, Inc. whom you authorize to submit Transactions on your behalf and any person to whom you disclose your login identification and/or password or provide access to your login identification and/or password necessary to access the BPP Service (collectively referred to as an "Authorized User"). If you have designated an Authorized User for your BPP Service, you hereby acknowledge and agree that the Authorized User (i) may request BPP Service on your behalf, and (i) is authorized to make Transactions on your behalf, even if your bank account or credit card otherwise requires two or more signatures or authorizations for Transactions.
You agree that you will only appoint an Authorized User if we permit you to do so and if we provide a procedure for appointing an Authorized User as part of the BPP Service. You agree that you will follow any Authorized User appointment procedure we provide..
If you use the BPP on behalf of another, whether a natural person (an "Individual") or legal non-natural person or entity (an "Organization"), you represent and warrant that you: (a) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and Conditions and accept these Terms and Conditions on behalf of the Individual or Organization; and (2) accept these Terms and Conditions on behalf of the Individual or Organization. You also represent and warrant that you are duly authorized and empowered to use the BPP Service on behalf of the Individual or Organization.
4. PRIVACY AND CONFIDENTIALITY. When using the BPP Service, you agree to provide accurate and complete information about yourself and your payment obligations to us. We are committed to the of your confidential information.. Neither we nor Bank will disclose any nonpublic personally identifiable information about you, your bank account, your credit cards, or any Transaction to a third party unless:
(a) it is necessary for opening your account or maintaining your BPP Service, or for completing Transactions;
(b) it is legally required by Applicable Law, valid legal process, or credit card association rules; or
c) you request or authorize such disclosure in writing.
5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
(a) The BPP Service is provided on an "as is" and "as available" basis. Neither we nor Bank make any representations or warranties of any kind, express or implied, as to the operation of the BPP Service, the access portal thereto, or the information, content, materials, products, or services related thereto. You expressly agree that your use of the BPP Service is at your sole risk and that you are solely responsible for the accuracy of the personal and Transaction information that you provide. To the full extent permissible by Applicable Law, we and Bank disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither we nor Bank warrant that the BPP Service (or any transmission from either us or Bank) is free of viruses or other harmful components.
(b) We will only be liable to you for direct damages in the event we fail to complete, as a result of our gross negligence or willful misconduct, a Transaction in a commercially timely manner that you have authorized. Neither we nor Bank (including the officers, directors, employees, affiliates, and owners thereof) will be liable for any indirect, incidental, punitive, or consequential damages of any kind arising from the use of the BPP Service, any unauthorized Transaction, any government entity's non-acceptance of a payment from a party using the BPP Service, or for disruptions in the BPP Service, regardless of the cause. Neither we nor Bank assume any responsibility for (and will not be liable for) any damages to you regardless of cause related to: (i) the timeliness, deletion, mis-delivery, or failure to store any user communications or personalized settings; (ii) any damages from any viruses that may affect your computer equipment or other property on account of your access to or use of the BPP Service; (iii) insufficient available funds in your bank account or balance limitations on your credit card; (iv) failure of the BPP Service portal; (v) circumstances beyond our control (such as fire, flood, general computer breakdown or problems with a telephone line or the Internet) that prevent or impede a Transaction; (vi) funds in your bank account or your credit card being subject to an uncollected funds hold, legal process or any other encumbrance or claim restricting transfers; (vii) incorrect, incomplete, or untimely payment information; or (viii) other commercially reasonable exceptions that we or Bank put in writing and provide prior notice to you thereof.
(c) Certain state laws may not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply, and you might have additional rights. You acknowledge and understand that you are responsible for asserting any such rights you may have.
6. CHANGES IN TERMS AND CONDITIONS. You understand and agree that Bank reserves the right to make changes to the BPP Service (including, without limitation, discontinuing the BPP Service, or making changes to the technology underpinning the BPP Service. Further, we may, subject to consultation with Bank, make changes to these Terms and Conditions at any time, with or without prior notice to you. Your continued use of the BPP Service following any such changes constitutes acceptance thereof.
7. FEES. You agree to pay us (or to authorize us to debit your bank account for) the fees and costs related to the BPP Service as displayed in the bill payment portal interface. You understand and agree that we may change our fee schedule from time to time upon written notice to you. Your continued use of the BPP Service constitutes acceptance of and agreement to pay all such fees.
8. MISCELLANEOUS.
(a) Our business days are Monday through Friday, excluding legal holidays. You will have access to the BPP Service during normal business hours on regular business days [insert business hours if defined by Bank customer entity].
(b) We and/or Bank may be required to provide you with certain legal disclosures and notices mandated by Applicable Law as well as operational and technical guidelines for the BPP Service. You acknowledge and agree that all such disclosures may be provided to you electronically. You agree to maintain updated contact information with us for the transmission of such disclosures.
(c) You agree that if we or Bank do not exercise or enforce any legal right or remedy available to us under these Terms and Conditions (or which we have the benefit of under any Applicable Law), it does not mean that we or Bank have waived our rights. Those rights or remedies will still be available to us and/or Bank. If any of these terms and conditions shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.
(d) We may terminate or suspend the BPP Service and these Terms and Conditions at any time without prior notice. Any termination of the BPP Service shall not affect the rights or obligations of any party with respect to a Transaction initiated by you prior to such termination or any other obligations that survive termination of these Terms and Conditions, including your obligation to indemnify and hold us and Bank harmless. Customer's obligation with respect to any Transaction shall survive termination of these Terms and Conditions until any applicable statute of limitation has elapsed.