This Business Electronic Banking Service Agreement ("Agreement"), which includes the Fee Schedule and Enrollment Form, is a contract which establishes the rules which cover your electronic access to your accounts at County National Bank and or its affiliates ("Bank") through the Electronic Banking System ("System"). By using System, you accept all the terms and conditions of this Agreement. Please read it carefully.
The terms and conditions of the deposit agreements and disclosures for each of your Bank accounts as well as your other agreements with Bank such as loans continue to apply notwithstanding anything to the contrary in this Agreement.
This Agreement is also subject to applicable federal laws and the laws of the State of Michigan (except to the extent this Agreement can and does vary such rules or laws). If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. 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. You may not assign this Agreement. This Agreement is binding upon your heirs and Bank's successors and assigns. Certain of the obligations of the parties pursuant to this Agreement that by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement. This Agreement, together with the Enrollment Form and Fee Schedule, constitutes the entire agreement between you and Bank with respect to the subject matter hereof and there are no understandings or agreements relative hereto which are not fully expressed herein.
As used in this Agreement, the words "we", "our", "us" and "Bank" means County National Bank and its affiliates. "You" and "your" refer to the "ACCOUNT HOLDER" authorized by Bank to use System under this Agreement and anyone else authorized by that accountholder to exercise control over the accountholder's funds through System. "Account" or "accounts" means your accounts at Bank. "Electronic funds transfers" means ATM withdrawals, preauthorized transactions, point of sale transactions, transfers to and from your Bank accounts using System. "System Services" means the services provided pursuant to this Agreement. "Business days" means Monday through Friday. Holidays are not included.
To use System, you must have at least one checking account at Bank primarily for business rather than for personal, family, or household purposes, acquire the computer hardware and software required to access System, access to Internet service, and an e-mail address. Once we have received your signed Enrollment Form, and verified your account information, we will send you, either by e-mail or by postal mail, confirmation of our acceptance of your enrollment, along with your assigned log-in ID and temporary password. System can be used to access only the Bank accounts which you have designated for access by System in your Enrollment Form. You can add or delete any of your Bank accounts from this Agreement by completing a new Enrollment Form. We undertake no obligation to monitor transactions through System to determine that they are made on behalf of the accountholder.
3. System Services
You can use System to check the balance of your Bank accounts, view Bank account histories, transfer funds between your Bank accounts, order checks, make stop payment requests, view checks from your Bank accounts. Services may also be expanded to include Wire Transfers.
4. Hours of Access
CNB Online Banking service can be accessed seven (7) days a week, twenty-four (24) hours a day. Occasionally due to emergencies or scheduled maintenance, services may not be available. In the event that services may be unavailable for an extended period of time, we will post a message on the home page.
5. Your Password
For security purposes, you are required to change your password upon your initial login to CNB Online Banking service. You determine what password you will use and the identity of that password. The password must contain no less than six (6) and no more than seventeen (17) characters which are comprised of both upper and lower case alpha and numeric characters. Passwords are case sensitive so be careful when entering upper and lower case characters that you remember how you originally entered the password for the next time you attempt to login. The password is not communicated to us.
- You agree that we are authorized to act on instructions received under your password whether or not the instructions are submitted by someone you have authorized to access your accounts.
- You accept responsibility for the confidentiality and security of your password.
- You agree to change your password regularly.
Upon three unsuccessful attempts to use your password, your access to CNB Online Banking will be locked. To re-establish your authorization to use CNB Online Banking service, you must contact us to have your password reset or to obtain a new temporary password. An authorized individual must contact a customer service representative at firstname.lastname@example.org or call the Electronic Banking Department at 517-439-4300 or 888-322-1088 for assistance.
You MUST create a password that utilizes both upper and lower case alpha and numeric characters for purposes of security. Your password should not be associated with any commonly known personal identification such as social security number, address, date of birth, and names of children. Your password should be memorized rather than written down. You agree not to disclose or otherwise make your Access ID available to anyone not authorized to sign on your accounts. If you authorize anyone to use your Access ID, that authority shall continue until you specifically revoke such authority by notifying the County National Bank. If you fail to maintain the security of these Access IDs and County National Bank suffers a loss, we may terminate your CNB Online Banking access and account services immediately.
6. Security - General
You understand the importance of your role in preventing misuse of your accounts through System and you agree to promptly examine your statement for each of your Bank accounts as soon as you receive it. You agree to protect the confidentiality of your account and account number, and your personal identification information, such as your driver's license number and social security number. You understand that personal identification information by itself, or together with information related to your account, may allow unauthorized access to your account. Your password and access ID are intended to provide security against unauthorized entry and access to your accounts. Data transferred via System is encrypted in an effort to provide transmission security and System utilizes identification technology to verify that the sender and receiver of System transmissions can be appropriately identified by each other. Notwithstanding our efforts to insure that the System is secure, you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing Bank System, or e-mail transmitted to and from us, will not be monitored or read by others.
7. Agreement to Security Procedures in Place Under This Agreement
By entering into this Agreement and using the system to perform transactions, you agree to comply with all of our present and future security procedures with respect to transactions and services covered by this Agreement. Our security procedures are contained in the Agreement and in other written procedures we may send you. You acknowledge receiving a copy in writing of our current security procedures in this Agreement and other documents we may provide you. You agree that our current security procedures are commercially reasonable in the context of your business operations, and we may at any time change our security procedures. We may advise you of such changes to the extent they affect your use of transactions or services under this Agreement, but failure to do so will not affect your obligations or our rights. Use of the System after such changes indicates your continued consent that the security procedures in place at that time continue to provide a commercially reasonable degree of protection in light of your particular needs and circumstances.
8. Fees and Charges
You agree to pay the fees and charges for your use of System Services as set forth in the current fee schedule. You agree that all such fees and charges will be deducted from the Bank checking account designated as the "Primary Checking Account" on your Enrollment Form. If you close your Primary Checking Account, you must contact us immediately to designate another account as your Primary Checking Account. You agree to pay any additional reasonable charges for services you request which are not covered by this Agreement. You are also responsible for telephone and Internet service fees you incur in connection with your use of System.
9. Balance Reporting
Bank shall provide you, subject to the terms and conditions contained in the Agreement, with the service(s) that you requested as specified on the Enrollment Form which is made a part of this Agreement. Bank shall provide prior day and memo post balance and transaction information on your Bank account(s). Bank shall not be responsible for the accuracy and timeliness of the delivery of any information furnished to the System by other reporting Banks.
10. Book Transfer
You agree that given the size, type and frequency of the intra-Bank transfers, which you intend to make, the following procedures are commercially reasonable. You agree that Bank may solely rely on these procedures to verify the authenticity of your transfer requests. You agree to be bound by any transfer requested in its name and which is in compliance with such procedures whether actually authorized or not. The procedures are as follows:
- You are responsible for the input and verification of all information onto the System. Bank shall have no responsibility to determine the accuracy of such information. Should there be any conflict between account number and account name, the account number shall prevail. Bank shall be entitled to rely upon any book transfer request reasonably believed by Bank to have been input by you or your authorized users specified in the Enrollment Form.
- Bank cut-off time for book transfer requests is 4:00 p.m. (Eastern), after which time such requests will be processed the next business day.
- Bank may, in its sole discretion, reject any transfer request if there are insufficient Available Collected Balances in your authorized account(s) as specified on your Enrollment Form; or the transfer request (1) is not authenticated to Bank's satisfaction or which Bank, in good faith, believes may not be authorized by you; (2) contains incorrect, incomplete or ambiguous information; or (3) involves funds subject to a lien, hold, dispute or legal process which prevents their withdrawal. Bank shall incur no liability for any loss to you or to any third person occasioned by Bank's refusal to make such transfer.
- Bank shall not be responsible for any loss or liability arising from: Your negligence or breach of this Agreement; any ambiguity or inaccuracy in any book transfer request or in the information set forth in this Agreement given to Bank by you; or from any error, failure or delay in the execution of a book transfer, including without limitation any inoperability of computer or communication facilities, or other circumstances beyond the Bank's reasonable control.
Types of Transfers:
- Transfer funds between your checking and savings accounts.
- LIMITATIONS - With a Savings account and Money Market account you may make six (6) transfers from your account each four (4) week or similar period, if by preauthorized or automatic transfer, or telephone (including date transmission) agreement, order or instruction. Three (3) of these transfers may be made by check, draft, debit card or similar order (including POS transactions), made by the depositor and payable to third parties. Transfers and withdrawals made in person, by messenger, by mail or at an ATM are unlimited. If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds being held until the hold expires.
11. Posting of Transfers
Transfers initiated through CNB Online Banking before 4:00 p.m. (Eastern Time) on a business day are posted to your account the same day. Transfers completed after 4:00 p.m. (Eastern Time) on a business day, Saturday, Sunday or banking holiday, will be posted on the next business day. CNB Online Banking service identifies transfers based upon the login ID of the user who made the electronic transfer. You agree to communicate with any other persons with authorized access to your accounts concerning any transfers or bill payments from your accounts in order to avoid overdrafts.
12. Overdrafts (Order of Payments, Transfers, and other Withdrawals)
If your account has insufficient funds to perform all electronic fund transfers you have requested for a given business day, then:
- Electronic funds transfers involving currency disbursements, like ATM withdrawals, will have priority;
- Electronic fund transfers initiated through System which would result in an overdraft of your account may, at our discretion, be canceled;
- In the event the electronic fund transfers initiated through System which would result in an overdraft of your account are not canceled, overdraft charges may be assessed pursuant to the terms of the deposit agreement for that account.
13. Stop-Payment Requests
System allows you to: (1) place a stop payment order request of up to six (6) months in duration; (2) cancel an existing stop payment order; or (3) determine the paid status of a check. Any stop payment placed on the System shall automatically expire at the time designated by you - not to exceed six (6) months from date of the placement of the stop payment order by you.
- You agree to indemnify Bank against any loss for the amount of said check and all expenses, costs and consequential damages, if any, incurred by Bank because of refusing payment pursuant to your stop payment order. You agree not to hold Bank liable on account of payment contrary to your stop payment order if same occurs through inadvertence, accident or oversight, or if by reason of such payment other items drawn by the undersigned are returned insufficient. You agree that any stop payment placed on any check issued on your accounts designated on the Enrollment Form may be relied upon by Bank to have been placed by an agent of you duly authorized to place the stop payment, and Bank shall have no duty or obligation to verify either the authenticity of the stop payment order request or the authority of the person placing it.
- You may initiate a stop payment request online only for checks you have written or electronic drafts that are deducted from your account. Online stop payment requests are processed on the same day for requests made by 4:00 p.m. (Eastern Time). Online stop payment requests made after 4:00 p.m. (Eastern Time) will be processed at 9:00 a.m. (Eastern Time) on the business day following the date the stop payment has been requested online. No stop payment request shall be binding upon Bank after two weeks, unless signed by authorized account holder. You will be required to sign a stop payment form. If urgent action is required, we recommend that you contact County National Bank directly by telephone or in person.
- PREAUTHORIZED ELECTRONIC FUND TRANSFERS - Right to Stop Payment and procedures for doing so. If you have told us in advance to make regular payments out of your account, you can stop any of these payments by calling us at 888-322-1088; or by writing us at County National Bank One S. Howell Street P.O. Box 283 Hillsdale, MI 49242, in time for us to receive your request three (3) business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within fourteen (14) days after you call. We will charge you $31.00 for each stop payment order you give.
- Notice of varying amounts: If these regular payments may vary in amounts, the person you are going to pay will tell you, ten (10) days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.
- Liability for Failure to Stop Payment of Preauthorized Transfer. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.
14. Wire Transfer Requests
You and your authorized representatives listed on the Enrollment Form desire to originate the wire transfer of funds in accordance with the terms of this Agreement, and the Bank is willing to act as your originating and receiving Bank for that purpose, but only with respect to those payment orders of you which the Bank originates and accepts. Terms used in this Agreement shall have the meanings provided in the Michigan Uniform Commercial Code.
- Purpose and Scope. You represent and warrant to the Bank that the account(s) listed on the Enrollment Form are, and during the term of this Agreement will be, maintained primarily for business, and not for personal, family or household purposes. You shall maintain at all times during the term of this Agreement a balance of immediately available funds in these account(s) sufficient to meet your payment obligations under this Agreement. The Bank may, without prior notice or demand, obtain payment of any amount due and payable to the Bank under this Agreement by debiting any or all of the account(s). In the event there are not sufficient funds available in the account(s) to meet your payment obligations under this Agreement, in order to obtain payment of such obligations, the Bank shall be entitled to debit any account maintained by you with the Bank or any affiliate of the Bank and/or shall be entitled to set off the amount of such obligations against any amount the Bank owes to you.
- Verification of Payment Order. The Bank may take any action in an attempt to verify that a payment order (or request for cancellation of a payment order) which the Bank receives from you is that of you, or in order to detect error in the transmission or the content of a payment order (or request). The Bank shall not be liable for failing to take or correctly perform such additional actions.
- Transmittal. All payment orders from you must be received by the Bank on a business day by 4:00 p.m. (Eastern). Payment orders shall be deemed received by the Bank only when received in compliance with this Agreement. If payment order from you is received by the Bank after the cut-off time on a business day, such payment order shall be treated as being received by the Bank at the opening of the Bank's next business day.
- Inconsistency of Name and Number. If a payment order describes an intermediary Bank or a beneficiary's Bank inconsistently by name and number, execution of such payment order might be made by the Bank based solely upon the number, even if the number identifies a Bank different from the named Bank or identifies a person who is not a Bank, and your obligations for the payment order as provided in this agreement shall not be excused in such circumstances. If a payment order describes a beneficiary inconsistently by name and account number, payment of such payment order might be made by the beneficiary's Bank based solely upon the account number, even if the account number identifies a person different from the named beneficiary, and your obligations for the payment order as provided in this Agreement shall not be excused in such circumstances.
- Execution. The Bank shall process orders received from you based solely upon information received from you. Bank shall execute each payment order received from you by issuing and transmitting to the Federal Reserve Bank, on the execution date, a corresponding payment order which complies with and is intended to carry out the payment order received from you. Bank shall have no duty or obligation to process, execute on such execution date, or otherwise accept any payment order from you which the Bank receives after the cut-off time, or which does not otherwise comply strictly with this Agreement and with applicable law. Nonetheless, if the Bank receives a payment order or that payment order is delayed longer than the next business day after the execution date, shall execute such payment order on the Bank's next business day after the execution date.
- Rejection of Payment Orders by Bank. The Bank shall reject any payment order it receives from the Customer which does not comply with the requirements set forth in this Agreement, or which contains an execution date more than fourteen (14) days after the day such payment order is received by the Bank. Except as expressly prohibited by law, the Bank, in its sole and absolute discretion, shall have the right to reject any payment order it receives from you if such payment order does not comply strictly with the other requirements set forth in this Agreement or if you fail to comply with its account balance obligations set forth in this Agreement.
- Cancellation or Amendment. You shall have no right to cancel or amend any payment order after such payment order has been received by the Bank. However, the Bank shall use reasonable efforts to act on a request by you to cancel a payment order, whether prior to or after the Bank's acceptance of such payment order, provided such request for cancellation is transmitted to the Bank and complies strictly with this Agreement. In no event shall the Bank be liable if such cancellation is not effected.
- Rejection of Payment Orders. If the Bank receives notice that a payment order issued and transmitted by the Bank to the Federal Reserve Bank to carry out a payment order from you is rejected, the Bank shall notify you by telephone, electronic transmission, or by United States mail, either of which shall be considered commercially reasonable, of such rejection. Such notice shall identify the rejected payment order, state the date on which the Bank received notice of such rejection, and state any reason given for such rejection. Except for a payment order transmitted by you in accordance with this Agreement, the Bank shall have no obligation to retransmit a rejected payment order if the Bank complied with this Agreement with respect to the original payment order.
- Payment. At the time the Bank executes a payment order from you, you shall pay the Bank, with immediately available funds on deposit in an Authorized Account listed on the Enrollment Form, the amount of such payment order. If you fail to pay for a payment order in accordance with this Agreement, the Bank shall be entitled to process and transmit a request for cancellation of the payment order which the Bank processed and transmitted to carry out your payment order. This right to process and transmit a request for cancellation is not exclusive, but rather is in addition to all other legal and equitable rights and remedies to which the Bank is entitled.
- Reconciliation. All payment orders executed debited and credited to the appropriate accounts by the Bank under this Agreement will be reflected on your periodic statements issued by the Bank with respect to the Authorized Accounts listed on the Enrollment Form. You shall notify the Bank promptly of any discrepancy concerning any payment order. If you fail to notify the Bank of any such discrepancy within fourteen (14) days after you receive, whether in a periodic statement or otherwise, sufficient information to detect such discrepancy, the Bank shall not be liable for, and you shall indemnify and hold harmless from any loss of interest with respect to any such payment order and other loss which could have been avoided had you given such notice. If you fail to notify the Bank of any such discrepancy within three (3) months after you receive, whether in a periodic statement or otherwise, sufficient information to detect such discrepancy, you shall be precluded from asserting such discrepancy against the Bank.
- Representations and Warranties. In addition to the other representatives and warranties contained in this Agreement, you represent and warrant to the Bank that (a) all payment orders transmitted by you to the Bank are limited to those types of payment orders described in this Agreement; and (b) you shall be bound by and comply with all applicable laws, rules and regulations.
15. Disclosure of Account Information and Transfers
You understand information about your accounts or the transfers you make may automatically be disclosed to others. For example, tax laws require disclosure to the government of the amount of interest you earn, and some transactions, such as large currency and foreign transactions, must be reported to the government. We may also provide information about your accounts to persons or companies we believe would use the information for reasonable purposes, such as when a prospective creditor seeks to verify information you may have given in a credit application or a merchant calls to verify a check you have written. In addition, we routinely inform credit bureaus when accounts are closed because they were not handled properly. We may also seek information about you from others, such as the credit bureau, in connection with the opening or maintaining of your account or in connection with approving your access to System. You agree and hereby authorize all of these transfers of information.
We will disclose information to third parties about your account or the transfers you make:
- Where it is necessary for completing transfers;
- In order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or
- In order to comply with government agency or court orders, or
- If you give us your written permission.
17. Periodic Statements
You will not receive a separate System statement. Transfers to and from your accounts using System will appear on the respective periodic statements for your Bank accounts.
18. Change in Terms
We may change any term of this Agreement at any time. If the change would result in increased fees for any System service, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, we agree to give you notice at least 30 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or our electronic fund transfer system. We will post any required notice of the change in terms on the Bank System web site or forward it to you by e-mail or by postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer system, we will notify you of the change in terms within 30 days after the change becomes effective. Your continued use of any or all of the subject System Services indicates your acceptance of the change in terms. We reserve the right to waive, reduce or reverse charges or fees in individual situations. You acknowledge and agree that changes to fees applicable to specific accounts are governed by the applicable deposit agreements and disclosures.
19. Our Liability for Failure to Make a Transfer
If we do not complete a transfer to or from your account, including a bill payment, on time or in the correct amount, according to our agreement with you when you have properly instructed us to do so, we will be liable to you for your losses or damages caused as a result. However, there are some exceptions. We will NOT be liable, for instance:
- If, through no fault of ours, you do not have enough money in your account to make a transfer.
- If a legal order directs us to prohibit withdrawals from the account.
- If your account is closed, or if it has been frozen.
- If the transfer would cause your balance to go over the credit limit of an established line of credit or the credit limit for any credit arrangement set up to cover overdrafts.
- If you, or anyone authorized by you, commits any fraud or violates any law or regulation.
- If any electronic terminal, telecommunication device, or any part of the System electronic funds transfer system is not working properly and you knew about the problem when you started the transfer.
- If you have not provided us with complete, including, without limitation, the name, address, your payee-assigned account number, payment date, and payment amount for the payee on a bill payment.
- If you have not properly followed the on-screen instructions for using System.
- If circumstances beyond our control (such as fire, flood, interruption in telephone service or other communication lines) prevent the transfer, despite reasonable precautions that we have taken.
20. YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS
You are responsible for any and all entries, transactions and activities involving your accounts even if you have not given the person or entity initiating the entry, transaction or activity authority to conduct the entry, transaction, or activity. You agree that any entry, transaction, or activity initiated using your Access ID or password will be conclusively presumed to be authorized by you, including any entry, transaction or activity you may subsequently contend was not authorized by you. You must notify us immediately if you become aware that someone may attempt to use or has used the System to access your accounts without your permission, or if you become aware that any loss, theft, or unauthorized access to your Access ID or password have occurred. You will notify us by calling 517-439-4300 or 888-322-1088 during the hours of 8:00 a.m. to 4:00 p.m. Monday through Friday or by sending us an e-mail at email@example.com.
21. Disclaimer of Warranty and Limitation of Liability
We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, in connection with the System Services provided to you under this Agreement. We do not and cannot warrant that System will operate without errors, or that any or all System Services will be available and operational at all times. Except as specifically provided in this Agreement, or otherwise required by law, you agree that our officers, directors, employees, agents or contractors are not liable for any indirect, incidental, special or consequential damages under or by reason of any services or products provided under this Agreement or by reason of your use of or access to System, including loss of profits, revenue, data or use by you or any third party, whether in an action in contract or tort or based on a warranty. Further, in no event shall the liability of Bank and its affiliates exceed the amounts paid by you for the services provided to you through System.
Regardless of the form of action or theory of recovery, in no event shall bank, it's licensors or content providers be liable or responsible to you in association with this program, or your use thereof, for any: (A) Indirect, consequential, incidental, special, punitive or exemplary damages, even if we or they are aware of the possibility of such damages; (B) Lost profits, lost revenue, loss of data, lost expectancy, or business interruptions, and/or (C) Direct damages in any service and/or transaction(s). Any claim related to the program must be initiated within one (1) year of the date you knew, or reasonably should have known, of the existence of such claim against bank.
23. Your Right to Terminate
You may cancel your System service at any time by providing us with written notice. Your access to System will be suspended within 3 business days of our receipt of your instructions to cancel the service. You will remain responsible for all outstanding fees and charges incurred prior to the date of cancellation.
24. Our Right to Terminate
You agree that we can terminate or limit your access to System Services for any of the following reasons:
- Without prior notice, if you have insufficient funds in any one of your Bank accounts. System service may be reinstated, in our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.
- Upon 3 business days notice, if you do not contact us to designate a new Primary Checking Account immediately after you close your Primary Checking Account.
- Upon reasonable notice, for any other reason in our sole discretion.
25. Communications Between the Bank and You
Unless this Agreement provides otherwise, you can communicate with us in any one of the following ways:
- E-mail - You can contact us by e-mail at firstname.lastname@example.org Please note that Banking transactions through System are not made via e-mail.)
- Telephone - You can contact us by telephone at 888-322-1088
- Postal Mail - You can write to us at:
One S Howell Street
P.O. Box 283
Hillsdale MI 49242
- In Person - You may visit us in person at any one of our office locations.
26. Consent to Electronic Delivery of Notices
You agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by posting the notice on the Bank System web site or by e-mail. You agree to notify us immediately of any change in your e-mail address.
27. Governing Law; Venue; Waiver of Jury Trial.
This Agreement shall be governed by Michigan law. Any litigation arising out of this Agreement shall be brought in a court of competent jurisdiction located in the State of Michigan. CUSTOMER AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.