CompassPC Terms and Conditions

Agreement and Disclosure Statement for CompassPC®
with Microsoft® Money, Quicken® or via the Compass Web Site

Please read this Agreement and Disclosure for CompassPC® (the "CompassPC Agreement") carefully and keep it for your records. It contains the terms and conditions under which you may subscribe to, and use, the services available through the CompassPC program ("CompassPC"). In this Agreement, "you" refers to any account holder who has signed or accepted this Agreement or any other CompassPC agreement or disclosure or requested the Bank to include its account within a subscription to CompassPC. The terms "Bank", "we" and "us" refer to Compass Bank. The term "person" refers to an individual or an entity. The term "Electronic Transfer" refers to electronic transfers of funds between Compass accounts and transfers between Compass accounts and external accounts.

1. Use of CompassPC.

By subscribing to CompassPC or permitting another to access your accounts through CompassPC, you agree to this Agreement. The terms and conditions in this Agreement are in addition to, and cumulative with any account agreement you have with the Bank (an "Account Agreement"). In the event of a conflict between this Agreement and any Account Agreement, the terms of this Agreement will apply, unless otherwise provided in this Agreement.

2. Computer Requirements.

The computer and software requirements to use or access various services available under CompassPC will be disclosed to you online when you activate CompassPC through the Compass Web site or when you add any services to your CompassPC service online. If you access CompassPC solely through personal financial management software, such as Microsoft® Money or Quicken®, you will need Internet access, a computer with at least 128-bit encryption and related equipment as required by the Software or Server you will use. In this Agreement, the computer, printer, modem, telecommunications facilities, and any other related equipment you use to access CompassPC are referred to together as your "Computer"; any software used by you to access or browse CompassPC, including personal financial management software such as Quicken® or Microsoft® Money, is referred to as the "Software"; the server or remote server accessed via your Internet browser is referred to as the "Server". You are responsible for the installation, maintenance, and operation of your Computer, Server, and the Software. The Bank is not responsible for losses due to any errors, failures, misapplications, or malfunctions of your Computer, the Server, or the Software, and the Bank is not responsible for any computer virus, malicious software, or related problems. In the event of any conflict between this Agreement and any instructional material provided with the Software or Server regarding the Bank's obligations to you, the terms of this Agreement will apply.

3. PC Banking Accounts.

To use features of CompassPC other than the MyCompass Account Aggregation Service, your subscription must include at least one checking account, savings account, or money market account with the Bank. This account and all other Compass accounts included within a subscription to CompassPC are subject to this Agreement and are called "PC Banking Accounts." A PC Banking Account may be either a consumer account or a commercial account. A "consumer account" is an account established primarily for personal, family or household purposes. A "commercial account" is an account established primarily for purposes other than personal, family or household use. Your representation when you opened an account that an account is a commercial account is binding and conclusively establishes the non-consumer nature of the account. The following types of Compass accounts may be PC Banking Accounts: checking accounts, savings accounts, money market accounts, credit card accounts, time deposits ("CDs"), IRA accounts and such other accounts as the Bank may allow from time to time, including certain loan and line of credit accounts. The term "credit card account" includes most home equity lines of credit ("HELOCs") even if the HELOC is not accessed by a credit card. The maximum number of accounts that may be included in one CompassPC subscription is 75. Any account that requires more than one signature to make withdrawals or transfers may not be designated as a PC Banking Account.

In most cases, you may use the services provided by your CompassPC subscription in connection with any PC Banking Accounts, subject to the provisions of your Account Agreement and applicable law. However, the Bank reserves the right, unless prohibited by law, this Agreement, or any Account Agreement, (a) to refuse to include any eligible account within your CompassPC subscription, and (b) to refuse to allow transactions with or between PC Banking Accounts of certain types or under certain circumstances.

4. Description of CompassPC.

CompassPC is the name of a group of services offered by the Bank for use in conjunction with your Computer and the Software and Server. Depending on the services you have chosen to receive, you may use CompassPC to perform some or all of the functions listed in this Section 4. (We may present the terms for new services added to CompassPC to you online and your acceptance of the description and terms for those services electronically will become part of this Agreement.)

a. Banking Functions:

i. CompassPC banking  

If you choose to receive this service, you may use CompassPC Banking: (a) to transfer funds between any two of your PC Banking Accounts eligible for transfers through CompassPC Banking (for example, credit card accounts, including most HELOCs, are not eligible for making a transfer to another PC Banking Account); (b) to obtain account balances for your PC Banking Accounts; (c) to receive transaction information about your PC Banking Accounts; and (d) to send electronic mail to the Bank and receive electronic mail from the Bank. Transfers directly from lines of credit (excluding most HELOCs) may include the ability to draw down on the line of credit as permitted by the Bank. You may not make transfers from loan accounts other than line of credit accounts eligible for transfers. These features of CompassPC are limited to the extent, and subject to the terms, noted below:

  • Your ability to withdraw funds from certain accounts may be restricted or limited by either federal law or the terms of the Account Agreements. Please check your Account Agreements for any limitations.
  • You may make future-dated transfers, either one-time or recurring, from eligible accounts. Accounts eligible for future-dated transfers are savings, checking, and money market accounts, and certain line of credit accounts as permitted by the Bank.
  • If you use CompassPC to make a transfer to another Compass account and we receive the transfer on a Business Day before the "Cutoff Time," the transfer will be processed as soon as the Bank receives your request unless the transfer is scheduled for a future date (see below). The "Cutoff Time" is 6:00 p.m. Eastern Time if the Primary Account is a Florida account and otherwise is 6:00 p.m. in the time zone of the Primary Account. If we receive a transfer after the Cutoff Time on a Business Day or on a day that is not a Business Day, then the transfer will be processed the next Business Day. A transfer request is not necessarily received by the Bank at the same time that you transmit such a request. Transfers scheduled for future dates will be processed on the day scheduled if that day is a Business Day. If a future-dated transfer is scheduled for a day that is not a Business Day, the transfer will be processed on the next Business Day. It is your responsibility to make sure a transfer is scheduled in time to meet any payment deadlines applicable to an account. Future-dated transfers may be cancelled through your subscription if the cancellation is received by the Bank before the Cutoff Time on the Business Day prior to the Business Day the transfer is to be processed.
  • Transfers to and from deposit accounts will be reflected immediately in the available balance for each deposit account, but will not be reflected immediately in the posted balance for those accounts. Transfers to and from other kinds of accounts may not be reflected immediately in the available balance or posted balance for those accounts. When the Bank processes a transfer request to or from any account other than a credit card account, the transfer usually will be posted to that account on the next Business Day and be effective as of the date we process the transfer. A transfer credit to a credit card account (which includes most HELOC accounts) will be posted to the credit card account on the Business Day after it is processed and will be effective as of the date it is posted. The time at which the Bank posts a transfer in its official records for an account may differ from the time at which the transfer is reflected in the information provided online in CompassPC. A credit card, line of credit (other than lines of credit accessed through deposit accounts) or loan transfer may not be shown on the CompassPC balance for those accounts until the Business Day after the transfer is posted
  • The Bank may not immediately receive electronic mail that you send. Therefore, do not rely only on electronic mail if you need to communicate with the Bank immediately - for example, if you need to stop payment on a check, to report unauthorized use of the security code, or to report an unauthorized transaction from one of your accounts. If you need to contact the Bank immediately, use the contact information in Section 14 or available online. The Bank will not take actions based on your electronic mail requests until the Bank actually receives your message and has a reasonable opportunity to act.
  • Two or more transfers from one account to another account in exactly the same amount between the cut off hour on one Business Day and the cut off hour on the next Business Day will not be transmitted. In that case only the first transfer will be transmitted. You may not use CompassPC Banking to make a transfer from a credit card account to a checking, savings or money market account. The Bank reserves the right to limit the frequency and dollar amount of transactions from your PC Banking Accounts for security reasons.
  • You may not use CompassPC Banking to make a transfer to another CompassPC account from a credit card account, including most HELOC accounts, or from a loan account, other than certain line of credit accounts eligible for transfers. You may not make transfers to or from a CD or IRA account.
  • As a security precaution, the Bank may use less than the full account number to identify any of your PC Banking Accounts on the CompassPC Web site and in any alerts that the Bank sends to you. If it chooses to do so, each PC Banking Account will be identified by name or nickname you have designated for it and the last four digits of the account number (such as "My Checking / *9999").

ii. Electronic Notices and Online Statements   

You may choose to view statements on your checking, money market, and savings accounts online. If you choose to receive online statement service we will use the e-mail address you have given us to notify you when periodic statements on these deposit accounts are available online. If you have online statements for an account and ask us to stop sending a paper statement on that account, we will use the e-mail address you have given us and the CompassPC Web site to give you notices and disclosures about your Compass accounts rather than mailing that information to you.

iii. Online Check Images

You will be able to view images of the checks and deposit slips for your PC Banking Accounts that are checking, money market, or savings accounts.

iv. Alerts

You may request the Bank to send you any of the alerts made available through the CompassPC Web site. The Bank may add new alerts or discontinue existing alerts at any time. We will send alerts to the electronic addresses you provide. You are responsible for ensuring that your electronic addresses are correct.

Your receipt of any alert may be delayed or prevented by your internet service provider or other third parties. The Bank does not guarantee either the delivery or the accuracy of the contents of any alert. The Bank will not be liable for damages arising from non-delivery, delayed delivery, wrong delivery of an alert, inaccurate content in an alert, or your use of or reliance on the contents of any alert for any purposes. Because the balance of some PC Banking Accounts is subject to change at any time, the information provided in any alert may become quickly outdated. Alerts may not be encrypted. You acknowledge that, although the Bank may show less than the full account number for any of your PC Banking Accounts in an alert, the alert may include your name and some information about your PC Banking Accounts. Depending on where you instruct us to send your alerts, anyone with access to your e-mail may be able to view the contents of these alerts.

b. CompassPC® Bill Pay: Bill Payment Function

If you choose to receive this service, you may use CompassPC Bill Pay to initiate payments electronically from any eligible Compass checking account designated as a PC Banking Account. You may also request that electronic bills from your creditors be sent to you through CompassPC Bill Pay.

i. Bill Pay Definitions

  • "Bill Pay" or "CompassPC Bill Pay" means the bill payment service offered by Compass Bank, and provided either directly by the Bank or indirectly through the Bank's service provider
  • "Biller" means the person or entity to which you wish a bill payment to be directed or from which you receive electronic bills, as the case may be. You may make payments only to a Biller with a United States address.
  • "Payment Instruction" means the information you provide to CompassPC Bill Pay regarding a bill payment to be made on your behalf to a Biller (such as, but not limited to, the Biller's name, the Biller's account number, and Scheduled Payment Date).
  • "Payment Account" means the Compass checking account from which a bill payment will be debited.
  • "Business Day" means every Monday through Friday, excluding Federal Reserve holidays.
  • "Scheduled Payment Date" means the day you want your Biller to receive your bill payment.
  • "Due Date" means the date reflected on your Biller statement for which the payment is due; it is not the late date and does not include any grace period.
  • "Scheduled Payment" means a payment that has been scheduled through CompassPC Bill Pay but has not begun processing

ii. Payment Methods.   The Bank reserves the right to select the method by which Bill Pay payments will be made on your behalf to your Biller. These payment methods may include, but are not limited to: (a) transferring funds electronically to the Biller; (b) preparing a check or a laser draft payable to the Biller and sending the check or draft to the Biller; or (c) any other means chosen by the Bank in its sole discretion

iii. Prohibited Payments.   . You agree not to schedule any tax payments or court-ordered payments through CompassPC Bill Pay. In no event shall the Bank be liable for any claims or damages resulting from your scheduling these types of payments. The Bill Pay Guarantee described in Section 4.b.x below is void when these types of payments are scheduled and/or processed by CompassPC Bill Pay. The Bank has no obligation to research or resolve any claim relating to or resulting from the misapplication, misposting or misdirection of these payments, and you accept full responsibility for the resolution of all such claims.

Payments through CompassPC Bill Pay to Billers outside of the United States or its territories are prohibited. The Bank may refuse to honor payment requests that reasonably appear to the Bank to be fraudulent, unauthorized, erroneous, illegal or prohibited under this Agreement, or as otherwise permitted by law, and the Bank shall have no liability for its refusal to honor these payment requests. The Bank is not responsible for the refusal by any Biller to accept payment made using CompassPC Bill Pay.

iv.  Payment Scheduling.   For each payment you attempt to schedule, CompassPC Bill Pay will designate the earliest possible Scheduled Payment Date for that Biller, which typically is four (4) or fewer Business Days from the current date. CompassPC Bill Pay will not permit you to select a Scheduled Payment Date that occurs before the earliest possible Scheduled Payment Date designated for each Biller. When scheduling a payment, you must select a Scheduled Payment Date that is no later than the actual Due Date reflected on your Biller statement. If the actual Due Date falls on a non-Business Day, you must select a Scheduled Payment Date that is at least one (1) Business Day before the actual Due Date. Scheduled Payment Dates must be prior to any late date or grace period. You are responsible for any late payment charge, finance charge, penalty or default or other consequence that may result from your selecting a Scheduled Payment Date later than the Due Date.

v.  Payment Authorization and Payment Remittance.   By providing CompassPC Bill Pay with names and account information of Billers to whom you wish to direct payments, you authorize CompassPC Bill Pay to follow the Payment Instructions that it receives through the CompassPC payment system. In order to process payments more efficiently and effectively, CompassPC Bill Pay may edit or alter payment data or data formats in accordance with Biller directives.

By sending any Payment Instructions, you authorize us to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Scheduled Payment Date designated by you. If there are insufficient funds in the Payment Account to make payments you have authorized, the Bank: (i) may refuse to honor payment requests; or (ii) may make the payment, even if the payment overdraws the Payment Account. In either event, you are responsible for any funds advanced on your behalf to cover your payment request, as well as any non-sufficient funds or overdraft charges authorized in the Account Agreement for that Payment Account. You also authorize CompassPC Bill Pay to credit your Payment Account for payments returned to CompassPC Bill Pay by the United States Postal Service or Biller, or payments remitted to you on behalf of another authorized user of CompassPC Bill Pay.

vi. Insufficient Funds.   By making a payment request through CompassPC Bill Pay, you are promising us that there are sufficient funds in your Payment Account to cover your request. You agree that, if any funds are advanced to cover any payment request you make, but there are insufficient funds in the Payment Account for that request:

  • You will reimburse us immediately upon demand for any funds advanced on your behalf;
  • For any amount not reimbursed within fifteen (15) days after initial demand, you will pay a late charge equal to 1.5% of the amount advanced. This late charge is in addition to any non-sufficient funds or overdraft charges imposed under the Account Agreement for the Payment Account;
  • You will reimburse us for any fees incurred in attempting to collect the amount of the advanced funds and any late charge from you; and,
  • We may report the facts concerning the return to any credit reporting agency.

vii.  Returned Payments.   You understand that payments made through CompassPC Bill Pay may be returned for a variety of reasons, including, but not limited to, the following: a Biller's address changes; a Biller's account number is not valid; a Biller is unable to locate your account; or a Biller shows that your account has been paid in full. We will try to correct any obvious errors that may have caused the payment to be returned and then to resend the corrected payment, but we shall have no liability for returned payments that were sent according to your Payment Instructions.

viii. Payment Cancellation Requests.   You may cancel or edit any Scheduled Payment (including recurring payments) by following the directions within CompassPC Bill Pay. There is no charge for cancelling or editing a Scheduled Payment. Once CompassPC Bill Pay has begun processing a payment, that payment cannot be cancelled or edited, but you may be able to stop the payment by submitting a stop payment request.

ix.  Stop Payment Requests.   If you wish to stop a requested Bill Payment once it has begun processing, you should call the Bank at 800-273-1057 as soon as possible. The Bank also may require you to make your request in writing within fourteen (14) days. The Bank's ability to stop any payment request submitted through CompassPC Bill Pay will depend on both the method used to make that payment and when you contact the Bank. Some payment requests cannot be stopped once processing has begun. For payment requests that can be stopped, the Bank must receive your stop payment request in sufficient time to allow the payment to be voided, which generally will be at least three (3) Business Days before the Scheduled Payment Date. If the Bank is unable to stop your payment request, that request will be processed according to your original Payment Instructions, and the Bank will have no liability for failing to stop this payment. The charge for each stop payment request will be the current charge provided in the applicable Account Agreement.

x. Bill Pay Guarantee.   Due to circumstances beyond our control, particularly delays by Billers in handling and posting payments, some CompassPC Bill Pay payments may take longer than expected to be credited to your account with a Biller. We will reimburse you up to $50 for any late payment related charges you incur for a payment posted after its Due Date as long as you have scheduled that payment according to the guidelines described under "Payment Scheduling" in this Agreement.

xi. Limitations on Payment Amounts   You may not make a payment to a Biller that is greater than $999,999.99.

C. CompassPC Bill Pay:  Bill Delivery and Presentment Function  

By activating the electronic bill function of CompassPC Bill Pay, you agree to the following:

i. Information Provided to the Biller.   CompassPC Bill Pay is unable to update or change your personal information (such as name, address, phone numbers and e-mail addresses) with the electronic Biller. You must make any changes to this information by contacting the Biller directly. It is also your responsibility to maintain all usernames and passwords for all electronic Biller sites. You also agree not to use someone else's information to gain unauthorized access to another person's bill. By choosing to receive any bill electronically, you authorize us to provide to the Biller your e-mail address, service address, or any other personal data about you specifically requested by the Biller.

ii. Activation. When you activate the electronic bill function for any Biller, we will notify the Biller of your request to receive electronic bills. The period of time between your request for electronic bills and your receipt of your first electronic bill varies from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's billing cycle. Each Biller reserves the right to accept or deny your request to receive electronic bills. Each Biller also will determine, in its sole discretion, whether you may receive a paper copy of your statement(s) in addition to your electronic bill.

iii. Authorization to Obtain Bill Data.   By activating the electronic bill function for any Biller, you authorize us to obtain bill data from that Biller on your behalf. For some Billers, we may ask you to provide us with your user name, password, and other information for that Biller (the "Content"). By providing us with such information, you authorize us to use the information to obtain your bill data. Your submission of the Content also serves as consent of all owners of the Content for inclusion in the bill data and for use in obtaining bill data.

iv. Delivery of Electronic Bills.   In addition to presenting your bills within CompassPC Bill Pay, we may send an e-mail notification to the e-mail address listed for your account. It is solely your responsibility to assure that your e-mail address is current and accurate. In the event you do not receive notification about any bill, it is your responsibility periodically to sign on to CompassPC Bill Pay and to check on the delivery of new electronic bills. If you fail to receive an electronic bill from any Biller, it is your responsibility to contact that Biller directly to obtain a statement of your account. You are responsible for assuring timely payment of all of your bills, and we shall have no liability for your failure to receive a bill from a Biller.

v. Cancellation of Electronic Bills.   Each electronic Biller reserves the right to cancel the presentment of electronic bills at any time. You may cancel electronic bill presentment for some or all Billers at any time. Although CompassPC Bill Pay will notify each Biller when you cancel electronic bill delivery from that Biller, you are solely responsibility to make arrangements for an alternative form of bill delivery. The period of time between your cancellation of electronic bills and your receipt of your bills in an alternative form varies from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's billing cycle. Once you have cancelled electronic bills from a Biller, we have no responsibility to present any electronic bill from that Biller, including bills already in process at the time of cancellation.

vi. Non-Delivery of Bills. It is your responsibility to know the amounts you owe to each of your Billers and to pay all amounts when due. We shall have no liability if you fail to receive an electronic bill from any Biller. You must request copies of previously delivered bills directly from the Biller.

vii. Accuracy and Dispute of Electronic Bill.   We are not responsible for the accuracy of any electronic bill. We are responsible only for presenting the information we receive from the Biller. Any discrepancies or disputes regarding the accuracy of your electronic bill summary or detail must be addressed with the Biller directly.

Your election to receive electronic bills does not alter your liability to your Billers or the obligations that currently exist between you and your Billers.

D. MyCompass Services:

i. Account Aggregation The MyCompass service available through CompassPC permits you to aggregate information in one place from your Compass accounts and your accounts with other companies. The accounts you designate for account aggregations in the MyCompass service are together referred to as "MyCompass Accounts." You may add MyCompass to CompassPC by agreeing to additional terms for MyCompass after you have enrolled in CompassPC and activated your CompassPC account online. The terms for MyCompass contain limitations of liability and other provisions that are more restrictive than the provisions contained in this agreement. The terms for use of MyCompass are incorporated by reference in this agreement.

5. Charges for CompassPC.

a. CompassPC Monthly Fee.

You agree to pay the applicable monthly fee (if any fee applies) shown in the Bank's schedule of service charges for CompassPC, as that schedule may be revised from time to time (the "Monthly Fee"). The Monthly Fee, which is based on the kinds of accounts in your CompassPC subscription and the specific functions which you have chosen to receive, will be charged whether or not you use CompassPC during any given month.

b.  Additional Usage Based Fees.  

You also agree to pay monthly the usage-based fees shown in the Bank's schedule of service charges for CompassPC, disclosed to you when you add a service to CompassPC, or disclosed when you use a service (together referred to as the "Usage Fee"). For example, a Usage Fee may be based on the number of Bill Pay requests you transmit and the number of check images you view during a period of time. Those fees may be revised from time to time without prior notice to you (other than notice when you use such services) unless prior notice is required by applicable law.

c. About Fees Generally.

You authorize the Bank to deduct the Monthly Fee and any Usage Fee from the account with the Bank that you designated as the Primary Account on your application for CompassPC or otherwise designated in writing to the Bank. If the funds in this designated account are insufficient to pay any applicable CompassPC fees, you authorize the Bank to deduct these fees from any other PC Banking Account included within this subscription. You agree that a fee for viewing the image of a check or deposit slip, if any, may be charged to the account on which the check was written or to which the deposit was made. The bank may revise its schedule of service charges to change or add fees for CompassPC by following the procedures outlined elsewhere in this Agreement. In addition to the fees noted here, the service charges and fees provided for in the Account Agreement for each CompassPC Account will continue to apply.

6. Security Procedure for PC Banking Accounts.

a. Security Codes.

By subscribing to the CompassPC program, you have chosen to access your accounts with the Bank in accordance with the following security procedure: You will be provided an identification code for your initial use of CompassPC during which use you will be required to select or create one or more alphanumeric codes ("Personal Identification Number" or "PIN"), images ("Security Image"), phrases ("Security Phrase"), questions with a matching answer ("Security Question") or other types of security codes. These are referred to together or separately as your Compass Site ID. We may also refer to these as a Security Code or Password. You may also be required to select separate Compass Site IDs for certain services available under CompassPC. In selecting your Compass Site ID, you should select items that are different from any other security code that you may have for other Compass products or for other secure accounts you have with others. You must use the Compass Site ID to gain access to CompassPC, and the Bank will not allow access to your accounts through CompassPC without your Compass Site ID.

b. Your Obligations.

You agree that use of a Compass Site ID will authenticate your identity and verify the instructions you provide to us. Security Images and Phrases or other items from your Compass Site ID will be presented to you when you access our site through the Compass Web site to help you distinguish the CompassPC site from a site fraudulently created to look like CompassPC (sometimes called a "phishing" or "pharming" site). You agree not to attempt to access a site that appears to be a CompassPC site but does not show you the Security Image or Phrase or other item you are usually shown when you access CompassPC. In order to prevent unauthorized access to your PC Banking Accounts and MyCompass Accounts and to prevent unauthorized use of CompassPC, you agree to keep the Compass Site ID confidential. Businesses may only reveal the Compass Site ID to individuals who are authorized signatories on each and every PC Banking Account and each and every MyCompass Account. You also agree to review promptly each periodic statement that you receive from the Bank on a PC Banking Account or that you receive from another company on a MyCompass Account in order to detect any unauthorized transactions. You recognize that anyone possessing your Compass Site ID can access your PC Banking Accounts and the information on MyCompass and initiate transactions on those accounts. If you permit other persons to use CompassPC, your Compass Site ID or other means to access your accounts, you are responsible for all transactions the other person authorizes and online agreements the other person signs or accepts. You agree that you are responsible for maintaining the confidentiality of your Compass Site ID, and implementing the necessary internal controls, balancing and reconciliation functions, and audit procedures to protect PC Banking Accounts and MyCompass Accounts from theft or misuse.

7. Periodic Statements.

For any PC Banking Account from which or into which any transfer or payment initiated through CompassPC has been made during a particular month, the Bank will mail or deliver to you a periodic statement for that month on that PC Banking Account.

For all other PC Banking Accounts, you will receive a periodic statement at least quarterly. In addition to reflecting your other account activity, your statements will include a description of any completed transfers or bill payments you authorized using CompassPC. You agree that you are responsible for reviewing promptly each periodic statement on a PC Banking Account in order to detect any unauthorized transactions.

8.  Reporting Unauthorized Transactions.

If you believe that your Compass Site ID is subject to unauthorized use or that an unauthorized transaction may be or has been made from a PC Banking Account, telephone the Bank immediately at: 800-273-1057.

If you are unable to call you may also write the Bank at:

Compass Bank
CompassPC Customer Service Department
P. O. Box 10566
Birmingham , Alabama 35296

If you believe that your Compass Site ID is subject to unauthorized use or that an unauthorized transaction may be or has been made from a MyCompass Account you agree to contact the company offering that account immediately at the phone number or address they have provided to you for such notification. You agree to take any reasonable actions requested by the Bank to prevent unauthorized transactions to your PC Banking Account or MyCompass Account, including changing your Compass Site ID.

9.  Your Liability for Electronic Transfers from or to Consumer Deposit Accounts.

You are responsible for all transfers and bill payments you initiate or authorize using CompassPC. If you disclose your Compass Site ID to any person, allow any person to obtain your Compass Site ID, or permit any person to use CompassPC, you will have authorized that person to access your PC Banking Accounts and you are responsible for any transactions that person initiates or authorizes from your PC Banking Accounts and any agreements or disclosures that person accepts or acknowledges electronically through CompassPC.

Notify the Bank at once if you believe any of your PC Banking Accounts have been accessed or your Compass Site ID has been used without your authorization. Contacting the Bank immediately by telephone will help you and the Bank reduce possible losses.

For any PC Banking Account that is a consumer account, you could lose all the money that is in your account. You can lose no more than $50 if you notify the Bank within two (2) Business Days of discovering any unauthorized use of CompassPC or access to your Compass Site ID. However, you can lose as much as $500 from any such consumer account if you do not notify the Bank within two Business Days after discovering the unauthorized use and the Bank can prove that it could have prevented the unauthorized use had it been notified.

Also, notify the Bank immediately if any periodic statement shows a transaction on a PC Banking Account that you did not make. For consumer accounts included within a CompassPC subscription, if you do not notify the Bank within sixty (60) days after the statement was mailed or e-mailed to you, you may not receive back any money you lost after the sixty (60) day period. You could lose all the money in your consumer accounts if the Bank can establish that it could have prevented those losses if you had given notice to the Bank in time. If a good reason, such as extended travel or hospitalization, prevents you from promptly notifying the Bank of unauthorized use of consumer accounts, the time periods specified in this Section may be extended to reasonable periods.

10.  Bank's Responsibility for Consumer Accounts.

The Bank is responsible for any damages you incur in connection with any consumer account included within a CompassPC subscription if the damages were proximately caused by the Bank's failure to complete transfers and bill payments on time or in the correct amount according to your properly entered and transmitted requests and the terms and conditions of this Agreement and any Account Agreements, as provided by applicable law. However, the Bank will not be liable under certain circumstances, including:

There may be other exceptions to the Bank's liability as stated in this Agreement and your Account Agreements and as provided by applicable law. Except as otherwise provided by applicable law, neither the Bank, its service providers, nor their respective affiliates shall be liable to you or any other person under any circumstances for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including attorney's fees and lost profits (even if advised of the possibility of such damages) arising in any way out of the installation, use, or maintenance of the equipment, software, printer, your e-mail address and/or CompassPC.

11. Your Liability for Commercial Accounts.

Unless you notify the Bank pursuant to Section 8, above, that your Compass Site ID is subject to unauthorized use or that you suspect unauthorized transactions on a PC Banking Account, you acknowledge that the Bank is entitled to rely on and deem the use of your Compass Site ID to gain access to CompassPC as your authorization for every transaction involving your PC Banking Accounts that are commercial accounts. Neither Compass nor its Service Providers or Affiliates will have any liability to you for any unauthorized payment or transfer made using your Compass Site ID that occurs before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Authorization of transfer requests and payment requests through CompassPC by means of your Compass Site ID shall be considered the same as your signed authorization and instruction for the Bank to perform any and all actions relating to the transaction(s) requested. You agree to be bound by any transaction on any of your commercial accounts using CompassPC that is initiated by means of your Compass Site ID and accepted by the Bank in accordance with the security procedure outlined in this Agreement or disclosed to you online, regardless of whether or not you actually authorized the transaction. You agree not to attempt to use CompassPC to make a transfer if you have reason to believe it is not functioning properly.

12. Limitation of Liability for Commercial Accounts.

Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by applicable law, neither the Bank, its affiliates, nor its third party service providers or any of their affiliates(other than the Bank these parties together referred to as "Service Providers and Affiliates.") shall be liable, and you release and waive any and all claims against the Bank and the Service Providers and Affiliates for any and all losses, damages or costs incurred by you or by any other person or entity, whether or not acting as your agent or employee, arising from or relating to anything the Bank, Service Providers or Affiliates have done or failed to do, whether under this Agreement or otherwise, in connection with CompassPC or any PC Banking Account that is a commercial account (including, but not limited to, improper calculation or processing; transfer of funds or failure to transfer; dishonor or failure to dishonor; payment, stop payment, or failure to pay or stop payment; processing of electronic transfer entries; or loss or delay of electronic transfer entries, items, instruments, input data and materials during transfer to or from the Bank) unless you prove that such losses, damages or costs resulted solely from the Bank's bad faith or gross negligence or from breach of this Agreement; provided however, except as otherwise provided by applicable law, neither the Bank nor the Service Providers and Affiliates shall be liable to you or any other person for any of the following:

Your sole remedy under this Agreement for any errors in making a payment or transfer in accordance with the instructions provided through your Subscription shall be limited as follows:

The limitations on the Bank's and the Service Providers' and Affiliates' liability provided in this Agreement are in addition to, and shall not diminish, any limitations on this liability contained in any applicable account agreement or any other agreement between you and the Bank.

13. Disclosure of Account Information to Third Parties.

Disclosure of information to third parties about your commercial accounts will be made when reasonable and necessary to provide you services. We may disclose information to third parties about your consumer accounts and the transfers you make as described in our Consumer Privacy Disclosure, which is provided to you along with this Agreement and which may be amended or modified from time to time. We also will disclose information to third parties about your consumer and commercial accounts or the transactions you make in the following situations:

14. Error Resolution.

a. Consumer Accounts

In case of errors or questions about your electronically initiated transactions to or from a consumer account using CompassPC, contact the Bank immediately. Telephone the Bank at: 1-800-273-1057, or write the Bank at:

Compass Bank
CompassPC Customer Service Department
P. O. Box 10566
Birmingham , AL 35296

If you think your statement is wrong or if you need more information about a transaction listed on the statement, the Bank must hear from you no later than sixty (60) days after it sent to you the FIRST statement on which the problem or error appeared. If you only request more information about a transfer, you must contact the Bank about any suspected error related to that transfer within sixty (60) days after the Bank sends or delivers the requested information to you.

If you tell the Bank orally, the Bank may require that you send it your inquiry or question in writing within ten (10) Business Days.

The Bank will tell you the results of its investigation within ten (10) Business Days after it hears from you and will correct any error promptly. If the Bank needs more time, however, it may take up to 45 days to investigate your complaint or questions. If the Bank decides to do this, the Bank will provisionally credit your account within ten (10) Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes the Bank to complete its investigation. If the Bank asks you to put your complaint or question in writing and does not receive it within ten (10) Business Days, the Bank may not credit your account.

If the Bank decides that there was no error, it will send you a written explanation within three (3) Business Days after it finishes its investigation. You may ask for copies of the documents that the Bank used in its investigation.

b. Non-Consumer Accounts

You agree to act in a prompt and reasonable manner in reviewing any account statement, notice or other communication we send to you and reporting any error to us. You will have acted in a prompt and reasonable manner if you notify us of an error or other exception arising from CompassPC within 30 days after we mail or e-mail you a statement of your account or notice that your statement is available online. In case of errors or questions about electronically initiated transactions to or from a commercial account using CompassPC, contact the Bank immediately. Telephone the Bank at: 1-800-273-1057, or write the Bank at:

Compass Bank
CompassPC Customer Service Department
P. O. Box 10566
Birmingham, AL 35296

You should give us the following information:

We will investigate your claim and respond to your request in a commercially reasonable period of time. If you phone us we may request that you give us the information in writing.

15. Information Authorization.  

We reserve the right to refuse or cancel your enrollment in CompassPC if we cannot verify your identity or confirm information about you. You agree that we and any service provider we use to provide Bill Pay services to you may obtain a credit report on you at any time from any credit reporting agency. In addition, you authorize each Biller to provide us with any information regarding you or your account with that Biller that we may request.

16. Arbitration and Waiver of Jury Trial.

a. Arbitration Provisions.  

By opening or maintaining the account, you agree that if a dispute of any kind arises under this Agreement or your use of CompassPC or relates to any of your accounts or any transactions involving your accounts, either you or we can choose to have that dispute resolved by binding arbitration. This arbitration provision limits your ability to litigate claims in court and your right to a jury trial. You should review this section carefully. You will not have the right to participate as a class representative or member of any class of claimants for any claim subject to arbitration. Arbitration is usually an informal proceeding in which disputes are decided by one or more neutral arbitrators who receive the evidence at a hearing and then issue a binding ruling in the form of an award. You and we understand that discovery and other procedures in arbitration may be more limited than discovery in court proceedings and that the ability to modify, vacate, or appeal an award by an arbitrator(s) is limited

You and we agree, upon written demand made by you or us, to submit to binding arbitration all disputes, controversies, and claims, whether based on contract, fraud, tort, intentional tort, statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise from or relate to this Agreement, the account, any transaction involving the account, or any advertisements, promotions, or oral or written statements related to this Agreement or the account, the relationships that result from this Agreement (including, to the fullest extent permitted by applicable law, relationships with third parties who are not parties to this Agreement or this arbitration provision), or the scope or enforceability of this Agreement (collectively, a "Claim"). All parties retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of the small claims court. You or we may choose either the American Arbitration Association ("AAA") or the National Arbitration Forum ("NAF"), within ten (10) days of the written demand for arbitration, to conduct any arbitration under this Agreement, or you and we may agree upon a different arbitrator. In any event, any arbitration under this Agreement shall be conducted in accordance with the applicable arbitration rules of the arbitrator or arbitration organization ("Rules"). If an arbitrator other that the AAA is chosen, the Rules of the AAA will be applied to any circumstance that is not addressed by the Rules of the chosen arbitrator. In the event of any inconsistency between this Agreement and the Rules to be used for an arbitration, such inconsistency shall be resolved in favor of this Agreement. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the "FAA") shall apply to the construction, interpretation and enforceability of this Agreement notwithstanding any other choice of law provision contained in this Agreement.

Either you or we may initiate arbitration by giving written notice of the intention to arbitrate to the other party and by filing notice with the AAA or the NAF in accordance with the Rules in effect at the time the notice is filed. The demand for arbitration may be made before or after commencement of any litigation. You should contact the AAA at 800-778-7879 or www.adr.org, or the NAF at 800-474-2371 or www.arb-forum.com, for more information about arbitration. If for any reason the AAA or the NAF is unable or unwilling to serve as arbitration administrator, or you and we are unable to agree on another arbitrator, we will substitute another national or regional arbitration organization.

Demand for arbitration under this Agreement must be made before the date when any judicial action upon the same Claim would be barred under any applicable statute of limitations; otherwise, the Claim also is barred in arbitration. Any dispute as to whether any statute of limitations, estoppel, waiver, laches, or other doctrine bars the arbitration of any Claim shall be decided by arbitration in accordance with the provisions of this Agreement.

A Claim by, or on behalf of, other persons will not be considered in, joined with, or consolidated with, the arbitration proceedings between you and us, and a Claim shall not be arbitrated on a class action, private attorney general, or other representative basis. Any dispute regarding the prohibitions in the prior sentence shall be resolved by the arbitrator(s) in accordance with this agreement.

Nothing in this arbitration provision shall limit the right of you or us, whether before, during, or after the pendency of any arbitration proceeding, to exercise any self-help remedies, such as set-off or repossession and sale of collateral, or to obtain provisional or ancillary remedies or injunctive or other traditionally equitable relief, such as filing an interpleader action. You and we agree that the taking of these actions or any other participation in litigation by you or us does not waive any right that either you or we have to demand arbitration at any time with respect to any subsequent or amended Claim filed against you or us after commencement of litigation between you and us.

When the aggregate of all Claims by both you and us does not exceed $100,000, any expedited procedures provided in the Rules ("Expedited Procedures") shall apply and a single arbitrator shall decide the Claims. Where the aggregate of all Claims by both you and us exceeds $100,000, a panel of three arbitrators shall decide all Claims. Each arbitrator, whether or not acting under the Expedited Procedures, shall be an active member in good standing of the bar for any state in the continental United States and shall be either: actively engaged in the practice of law for at least 5 years or a retired judge.

You and we agree that the arbitrator(s): shall limit discovery to matters directly relevant to the arbitrated dispute; shall grant only relief that is based upon and consistent with substantial evidence and applicable substantive law; shall have authority to grant relief only with respect to Claims asserted by or against you individually; shall not have any authority to require, as part of any relief granted, that you and we continue any relationship we may have under this Agreement or otherwise; and shall provide a brief written explanation of the basis for the award upon the request of either party and shall make specific findings of fact and conclusions of law to support any arbitration award that exceeds $25,000. Unless inconsistent with applicable law, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the arbitration. Upon written request by you, for claims up to $50,000, we will pay to the AAA or NAF the portion of the arbitration filing fee that exceeds the cost of filing a lawsuit in the federal court where you live. Upon written request by you, we may elect, at our sole discretion, to pay or advance some or all of any remaining arbitration fees and other costs. The arbitrator will decide whether we or you ultimately will be responsible for paying any fees or other costs in connection with the arbitration. Any arbitration proceedings shall be conducted in the federal judicial district of your residence. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

If you or we are seeking to bring a joined, consolidated, or class action and if the portion of this arbitration provision that prohibits the arbitration of joined, consolidated, or class actions is deemed invalid or unenforceable, then the entire arbitration provision shall be void and unenforceable. If any portion of the arbitration provision other than the prohibition against the arbitration of joined, consolidated or class actions is deemed invalid or unenforceable, the remaining portions of the arbitration provision will remain valid and enforceable. This arbitration provision shall survive termination of this Agreement and the closing of your Account.

b. Waiver of Jury Trial.

This provision limits your right to a jury trial. You should review this section carefully. If (i) neither you nor we seek to compel arbitration of any dispute we have related to this Agreement, your account, or any transactions involving your account, or (ii) some or all of the arbitration clause is unenforceable and we are in a dispute in a court of law, then each of us agrees to waive any right we may have to a jury trial to the extent allowable under the laws of the state that govern this Agreement.

17. Business Days and Hours of Operation.

For the purposes of this Agreement, the term "Business Day" means Monday through Friday, excluding all holidays recognized by the federal government. You can use your Computer, Server, and Software 24 hours a day, seven days a week; however, your access to CompassPC may be restricted during regular daily maintenance periods and any special maintenance periods. The Bank can process requests for transfers and bill payments only on Business Days.

18. Changing this Agreement.

The Bank may change this Agreement from time to time, as follows:

(i) Immediate changes necessary to maintain or restore the security of CompassPC or your CompassPC Accounts will be made without notice.

(ii) Otherwise, for changes that result in increased fees for existing Electronic Transfer services, fewer types of available Electronic Transfers, stricter limitations on the dollar amount or frequency of Electronic Transfers to or from a CompassPC Account or increased liability for existing Electronic Transfer services, the Bank will send a notice prior to the change, as required by applicable law. Notice may be given as provided in Section 24, below.

(iii) Notice of changes that affect CompassPC Accounts that are not included in (i) and (ii) above may be made as provided in Section 24, below.

Your continued use of CompassPC following the effective date of a change signifies your acceptance of the change.

19. Termination.

Either you or the Bank may terminate this Agreement in its entirety or any one or more services provided under this Agreement at any time upon notice of the termination. The Bank may notify you as provided in Section 24. If you do not sign on to CompassPC for twelve (12) consecutive months, we will consider such non-use as notice that you have terminated your CompassPC service. If you do not access the CompassPC Bill Pay service to pay a bill for six consecutive months, we will consider such non-use as notice that you have terminated your Bill Pay Service. You also may terminate this Agreement in its entirety or any one or more services provided under this Agreement at any time by calling 800/273-1057. If you terminate CompassPC Banking or Bill Pay, you authorize us to continue making transfers and Bill Payments you have previously authorized until such time as we have had a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice (including termination by non-use, as provided above), we will make no further transfers or payments from your accounts, including any transfers or payments you previously have authorized. If the Bank terminates your use of CompassPC Banking or Bill Pay, the Bank reserves the right to make no further transfers or payments from your PC Banking Accounts, including any transfers or payments you previously have authorized.

20. Changes to Your Contact Information.  

It is solely your responsibility to assure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone numbers and e-mail addresses. You may make changes to your e-mail address within CompassPC, but you must contact Customer Service (as provided in Section 8) to make other changes to your user profile. Any change in selection of your Payment Account must be made in accordance with the procedures outlined within "help" files for CompassPC Bill Pay. Any changes may become effective immediately for scheduled and future payments paid from the updated Payment Account information. The Bank shall have no liability for any payment processing errors or any fees you may incur if you do not provide accurate Payment Account or contact information.

21. General Provisions.

The validity, construction and enforcement of this Agreement shall be governed by the laws of the state in which each PC Banking Account was opened, without regard to its conflicts of laws, and by applicable Federal laws and regulations; provided, however, in the event of a dispute regarding services provided on behalf of the Bank by CheckFree Services Corporation, then this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws. To the extent permitted by applicable law, if any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and, if practicable, the invalid or unenforceable provision will be reformed to achieve its intended purpose. The Bank shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank. No delay or omission on the part of the Bank 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. The captions of sections in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

22. Assignment and Service Providers.  

You may not assign this Agreement or your rights or responsibilities under this Agreement to any other party, and any attempted assignment shall be null and void. The Bank may assign this Agreement to any affiliated entity or any successor. The Bank also may assign or delegate any or all of its rights and responsibilities under this Agreement to one or more independent contractors or other third party service providers, and any rights or responsibilities so assigned or delegated may be exercised or enforced by either the Bank or its service provider. Any reference in this Agreement to the Bank also shall be considered a reference to any service provider performing services under this Agreement on behalf of the Bank.

23. Exclusions Of   Warranties.

COMPASSPC IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

24. Notice.  

We may provide notice to you either by mail or electronically. If we choose to provide the notice to you by mail we may mail it separately or with other information to any address on our records for you. If we choose to provide notice electronically, we may send the notice either (i) to one or more of the e-mail addresses we have on our records for you for CompassPC, or (ii) to you through CompassPC so that you receive the notice when you log in to CompassPC or when you select a CompassPC service to use, unless otherwise required by law. You accept responsibility to assure that the contact information in your user profile for Compass PC is always current and accurate. This contact information includes, but is not limited to, your name, address, phone numbers, and e-mail addresses. You may make changes to your e-mail address within CompassPC, but you must contact Customer Service to make other changes to your user profile. You may contact us as provided in Section 8.

Consumer Pricing

If all of your PC Banking Accounts are consumer accounts, the following fees and charges apply:

CompassPC Banking

Service opened on or after January 3, 2005 FREE
Service opened prior to January 3, 2005 $2.95 / month*

* If you received the CompassPC banking service free when your service was established, it will remain free.

CompassPC Bill Pay

Service opened on or after January 3, 2005

Basic Checking $4.95 / month
All other accounts FREE
Service opened prior to January 3, 2005 $4.95 / month*

*If you received the CompassPC Bill Pay service free when your service was established, it will remain free.

Non-Consumer Pricing

If any of your PC banking accounts are not consumer accounts, the following fees and charges apply:

CompassPC banking

 $10 / month**

CompassPC Bill Pay

 $5 / month**

**The monthly fees for CompassPC banking and Bill Pay will be waived if a Free Business Checking account or a CompassWorks checking account is included as the Primary Account in your CompassPC subscription.