This Mizuho Global e-Banking Plus User Agreement ("Agreement") contains the terms and conditions for the use of the Services (as defined below) that Mizuho Bank, Ltd. or its affiliates ("Bank", "us", or "we") may provide to you ("you"). Other agreements you have entered into with the Bank, including the Mizuho Global e-Banking Agreement, including all schedules and other attachments thereto (the “Customer Agreements”), are incorporated herein by reference and made a part of this Agreement. To the extent that this Agreement conflicts with your Customer Agreements, this Agreement shall control solely with respect to your use of the Services set forth herein.
BY USING THE SERVICES, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SERVICES.
1. Services. The Global e-Banking Plus services, which may be provided to you through our website or, on a more limited basis, through our mobile application (collectively, the "Services") are designed to allow you to conduct banking activities remotely, including “positive pay” processing and remote deposit capture. You may use the Services solely to access and perform permitted banking transactions with Bank in accordance with the terms of this Agreement and the Customer Agreements, as applicable.
2. Acceptance of Terms; Changes. Your use of the Services constitutes your acceptance of this Agreement. Bank reserves the right, in its sole discretion, to modify the terms of this Agreement and/or change, modify, add or remove portions from the Services. We may notify you of any material change via email, text message, on our website(s) or in the applicable mobile app. Nevertheless, your continued use of the Services will indicate your consent to be bound by the revised terms of this Agreement and/or your acceptance of any changes to the Services, as applicable.
3. Eligible items; Endorsements. You agree to scan and deposit only checks or other instruments drawn on a financial institution organized under the laws of the United States or a state thereof, excluding checks denominated in any foreign currency and substitute checks. You agree to restrictively endorse any item transmitted through the Services as "For deposit only, account #______" or as otherwise instructed by the Bank. You agree to follow any and all other procedures and instructions for use of the Services as the Bank may establish from time to time.
4. Receipt of items. We reserve the right to reject any item transmitted through the Services, at our discretion, without liability to you. We are not responsible for items we do not receive or for images that are dropped during transmission. An image of an item shall be deemed received when you receive a confirmation from the Bank that we have received the image. Receipt of such confirmation does not mean that the transmission was error free, complete or will be considered a deposit and credited to your account. We further reserve the right to charge back to your account at any time, any item that we subsequently determine was not an eligible item. You agree that the Bank is not liable for any loss, costs or fees you may incur as a result of our chargeback of an ineligible item.
5. Image quality. The image of an item transmitted to Bank using the Services must be legible, as determined in the sole discretion of Bank. Without limiting the foregoing, the image quality of the items must comply with the requirements established from time to time by the Bank.
6. Disposal of transmitted items. Upon your receipt of a confirmation from Bank that we have received an image that you have transmitted, you agree to retain the check for a reasonable amount of time as determined by you from the date of the image transmission. You agree to destroy the check that you transmitted as an image, mark it "VOID" or otherwise render it incapable of further transmission, deposit or presentment. During the time the retained check is available, you agree to promptly provide it to Bank upon request. You shall adopt policies and procedures for handling, storing and destroying original checks that, at a minimum, (i) provide for the storage of original checks in a secure environment, and (ii) provide for the destruction of original checks after a reasonable amount of time as determined by you.
7. Deposit limits. We may establish limits on the dollar amount and/or number of items or deposits you may make through the Services, from time to time. If you attempt to initiate a deposit in excess of these limits, we may reject your deposit. If we permit you to make a deposit in excess of these limits, such deposit will still be subject to the terms of this Agreement, and we will not be obligated to allow such a deposit at other times.
8. Errors. You agree to immediately notify Bank of any suspected errors regarding your use of the Services, and in no event later than thirty (30) days after the applicable Bank account statement is sent. Unless you notify Bank within such thirty (30) day period, such statement regarding all transactions made through the Services shall be deemed correct.
9. Warranties and indemnification. You represent and warrant to Bank that: (a) all information you provide to Bank is accurate and true; (b) You will comply with this Agreement and all applicable rules, laws and regulations in your use of the Services. Further, You are personally responsible for your conduct while using the Services and agree to indemnify, defend and hold harmless Bank, its affiliates and their owners, directors, officers, and agents from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from or arising out of your use of the Services, or any violation by you of the terms of this Agreement.
10. Cooperation with investigations. You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions and resolution of claims, including by providing, upon request, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.
11. Software and Equipment. In order to use the Services, you must obtain and maintain, at your expense, any software, equipment and communications service(s) (collectively, the “Equipment”) necessary to use the Service. Any such Equipment shall meet the minimum technical standards specified by Bank from time to time. Bank is not responsible for any Equipment you may need to use the Services. Any such Equipment is subject to the terms and conditions of the agreement you enter into directly with the third party provider.
12. License Terms. The technology, systems and software used to provide the Services (the “Technology”) is subject to the following additional terms:
(a) You may not use the Services for an unauthorized or illegal purposes or you use the Services in a manner inconsistent with the terms of your Customer Agreement(s);
(b) The Technology is licensed on a per device basis. Periodic updates and supplements to the Technology may be offered for download, which you may download and install on your licensed device.
(c) The Technology is licensed, not sold. You may not (i) reverse engineer, decompile or disassemble the Technology;
(d) You may not publish, copy, create derivative works of, or distribute the Services or the Technology; sell, rent, lease or lend the Services or Technology; or transmit, upload or otherwise transfer any virus or other disabling software into the Services or Technology.
(e) You may use any documentation associated with the Technology for reference purposes and solely in connection with your use of the Services.
(f) The Technology is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Technology. These laws include restrictions on destinations, end users and end use.
13. DISCLAIMER OF WARRANTIES. BANK IS PROVIDING THESE SERVICES “AS-IS”, AND NEITHER THE BANK NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES OR TECHNOLOGY, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THE BANK NOR ITS LICENSORS WARRANT THAT THE SERVICES OR TECHNOLOGY WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACCEPT THE RISK THAT AN ITEM YOU SUBMIT TO THE SERVICES MAY BE INTERCEPTED OR MISDIRECTED DURING TRANSMISSION, AND NEITHER THE BANK NOR ITS LICENSORS BEAR ANY LIABILITY TO YOU OR OTHERS FOR ANY SUCH INTERCEPTED OR MISDIRECTED ITEMS OR INFORMATION DISCLOSED THROUGH SUCH ERRORS.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE BANK OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE BANK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, NEITHER BANK NOR ITS LICENSORS SHALL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, UNDER THIS AGREEMENT OR WITH RESPECT TO THIS AGREEMENT OR THE SERVICES, EXCEPT TO THE EXTENT OF THE BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
15. Intellectual Property. All rights, title and interest (including all intellectual property rights) in and to the Services, the Technology, and any updates, upgrades, enhancements or modifications thereto, and all derivative works of any of the aforementioned and any other intellectual property developed by Bank or its licensors in connection with the Services will vest in Bank or its licensors, as applicable.
17. Termination; Suspension. We may suspend the Services and/or your use of the Services at any time for maintenance or for any other reasons where the Bank, in its sole discretion, considers it necessary, without notice. We may terminate the Services, your access to the Services, and/or this Agreement at any time and for any reason, without notice. This Agreement shall remain in full force and effect unless and until it is terminated by us. You may cease using the Services at any time.
18. Enforceability. We may waive enforcement of any provision of this Agreement. No waiver of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of the Agreement. Any such waiver shall not affect our rights with respect to any other transaction or to modify the terms of this Agreement.
19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of law that would require the application of the laws of another jurisdiction. YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
20. Severability. These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
21. Entire Agreement. These terms and conditions contain the entire agreement between us relating to the subject hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing.