Online Banking Agreement

This Online Banking Agreement & Disclosures (this "Agreement"), which may include any online enrollment, user access request, authority designation, service election, authorization form, or related addendum (collectively, the "Enrollment Materials"), is entered into by and between Oklahoma AgCredit ("Farm Credit," "we," "us," or "our") and each person or entity that accesses or uses the Online Banking services described herein, whether individually or through an authorized representative ("you," "your," "Customer," or "user"). This Agreement governs your electronic access to and use of Farm Credit's online and mobile banking services, websites, applications, and related systems (collectively, the "SYSTEM").

By enrolling in, accessing, or using the SYSTEM, or by authorizing another person to do so on your behalf, you acknowledge receipt of this Agreement and agree to be bound by its terms. This Agreement supplements, and does not replace, the note, loan agreement, security instrument, line of credit agreement, deposit agreement, funds-held agreement, treasury management agreement, bill payment agreement, privacy notice, disclosure, or other agreement governing any Account or related service (collectively, the "Underlying Account Documents"). In the event of a conflict between this Agreement and the Underlying Account Documents, the Underlying Account Documents shall control unless this Agreement expressly states otherwise.

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: 

"Account" means any loan account, line of credit, funds-held account, billing relationship, or other financial relationship with Farm Credit that is accessible through the SYSTEM. 

"Authorized User" means any individual you authorize, permit, designate, request, allow, or enable to access the SYSTEM or act with respect to an Account, whether directly or indirectly, and whether using their own credentials or yours. This includes any person acting with actual or apparent authority on your behalf. 

"Business Day" means Monday through Friday, excluding Federal Reserve holidays and any other day on which Farm Credit is not generally open for business. 

"Communication" means any statement, notice, disclosure, response, alert, agreement, amendment, tax document, payment confirmation, secure message, history, or other information relating to an Account, the SYSTEM, or any service made available through the SYSTEM. 

"Credentials" means your Login ID, username, password, temporary password, secure access code, multi-factor authentication factor, device registration, browser registration, biometric factor, token, challenge question, or any other authentication or authorization method used to access the SYSTEM. 

"Electronic Funds Transfer" means any transfer, payment, disbursement, bill payment, or other movement of funds initiated through the SYSTEM to the extent treated as an electronic funds transfer under applicable law or under the applicable Underlying Account Documents. 

"Farm Credit Parties" means Farm Credit and its affiliates, service providers, vendors, contractors, licensors, agents, successors, and assigns, and their respective directors, officers, employees, members, representatives, and other permitted related parties, to the extent applicable. 

"Service Provider" means any third party that hosts, operates, secures, supports, authenticates, processes, settles, transmits, or otherwise enables any portion of the SYSTEM or any service available through the SYSTEM. 

"SYSTEM Services" means the services offered through the SYSTEM, including basic online banking functionality, balance and history inquiry, funds transfers, disbursement requests, bill payment functionality, secure messaging, account maintenance tools, notifications, and any other digital services that Farm Credit may make available from time to time. 

ENROLLMENT; ELIGIBILITY; AUTHORITY

To use the SYSTEM, you must be an eligible Farm Credit customer, have at least one eligible Account, provide the information requested in the Enrollment Materials, and satisfy any verification, authentication, encryption, or approval procedures required by Farm Credit. Farm Credit may accept, reject, condition, limit, suspend, or terminate your enrollment in its sole discretion. 

You represent and warrant that: (i) all information you provide to Farm Credit is true, accurate, current, and complete; (ii) you have full authority to enroll in and use the SYSTEM for each Account you access; (iii) if you act on behalf of an entity, trust, partnership, corporation, or other organization, you are duly authorized to bind that organization; and (iv) each Authorized User is duly authorized by you and acts within the authority granted by you. 

You are responsible for promptly updating any information that changes, including your name, address, email address, telephone number, authority structure, or list of Authorized Users. Farm Credit may rely on the information then in its records unless and until Farm Credit has had a reasonable opportunity to process updated information.

SCOPE OF SYSTEM SERVICES

Subject to availability, eligibility, and Farm Credit approval, the SYSTEM may permit you to view balances and activity; review transaction history; view statements, billing notices, and tax documents; request or schedule transfers; initiate bill payments where offered; submit disbursement or advance requests; update certain profile settings; communicate through secure messaging tools; and use other online or mobile features Farm Credit may make available from time to time. Not all services are available for all customers, Accounts, products, devices, or locations. 

Farm Credit may at any time add, modify, suspend, restrict, discontinue, or replace any SYSTEM Service, feature, workflow, or requirement, with or without prior notice except as required by applicable law. Use of the SYSTEM is a privilege and convenience, not an unconditional right, and remains subject to Farm Credit's business, credit, operational, and security requirements. 

ACCESS REQUIREMENTS; TECHNICAL ENVIRONMENT

You are solely responsible for providing and maintaining all hardware, software, mobile devices, browser capability, operating systems, internet access, telephone service, email access, printers, storage, anti-malware tools, and other resources necessary to access and use the SYSTEM. Farm Credit is not responsible for the installation, operation, maintenance, security, or performance of your devices, browser, email account, telecommunications environment, or internet service provider. 

Farm Credit may establish and modify minimum system requirements from time to time, including but not limited to minimum encryption requirements. Continued use of the SYSTEM after notice of updated requirements constitutes your acceptance of such revised requirements.

CREDENTIALS; PASSWORDS; AUTHENTICATION

You are responsible for maintaining the confidentiality and security of all Credentials. You shall not disclose any Credential to any unauthorized person and shall protect all devices, email accounts, browsers, and communication channels used to access or receive SYSTEM communications. If you disclose Credentials or otherwise permit access to the SYSTEM, you assume all risk and responsibility associated with such access and with all activity occurring through the use of those Credentials. 

Farm Credit may require temporary passwords, secure access codes, browser registration, cookies, multi-factor authentication, out-of-band authentication, device recognition, session timeouts, or other authentication controls. Farm Credit may modify or enhance such controls at any time in its sole discretion. Logging in, resetting Credentials, approving certain transactions, or using certain features may require one or more additional authentication steps. 

Upon multiple unsuccessful login attempts, Farm Credit may suspend access pending password reset, re-verification, or re-enrollment. Farm Credit may have temporary access to reset Credentials during credential recovery workflows until you establish replacement Credentials. 

You shall notify Farm Credit immediately if you believe any Credential has been lost, stolen, compromised, disclosed, misused, or used without authorization, or if you suspect that any unauthorized access, transaction, instruction, or attempted transaction has occurred or may occur. Failure to notify Farm Credit promptly may increase your liability to the fullest extent permitted by law.

SECURITY; INTERNET RISK; COMMERCIALLY REASONABLE PROCEDURES

Farm Credit uses commercially reasonable security measures designed to authenticate users and protect the confidentiality and integrity of the SYSTEM. However, you acknowledge and agree that the internet is inherently insecure, that data transmitted over the internet or through email may be intercepted, monitored, delayed, corrupted, or accessed by unauthorized persons, and that Farm Credit does not warrant that all transmissions, communications, or sessions will be secure or free from unauthorized interception. 

You acknowledge and agree that the security procedures used by Farm Credit in connection with the SYSTEM, including Login IDs, passwords, secure access codes, browser registration, cookies or browser-recognition technology, multi-factor authentication, challenge responses, session controls, device verification, encryption, and any other authentication procedure adopted by Farm Credit from time to time, constitute commercially reasonable security procedures for the purpose of authenticating orders, instructions, transfer requests, disbursement requests, and other communications transmitted through the SYSTEM. 

Farm Credit may rely conclusively on any instruction, order, transfer request, disbursement request, or other communication that is authenticated in accordance with the applicable security procedures as being authorized by you, whether or not the instruction was actually initiated or authorized by you, to the fullest extent permitted by applicable law. Farm Credit shall have no duty to investigate the identity, authority, or intent of any person using valid Credentials or otherwise satisfying the security procedures, except as expressly required by non-waivable law. 

You assume the risk of loss for any transaction accepted by Farm Credit in good faith and in compliance with applicable security procedures, including losses arising from unauthorized access, fraud, impersonation, compromise of Credentials, device compromise, internal employee misconduct, or unauthorized use by an Authorized User, except to the extent caused directly by Farm Credit's failure to follow its own agreed procedure, its gross negligence, its willful misconduct, or liability that cannot be disclaimed under applicable law. 

You remain solely responsible for your own internal controls, including approving Authorized Users, reviewing dual control or segregation-of-duties needs, supervising employees and agents, protecting devices and email systems, monitoring statements, and administering internal security practices. Farm Credit's security procedures are not designed to detect all internal fraud or compromise within your organization. 

SYSTEM AVAILABILITY; THIRD-PARTY DEPENDENCIES

The SYSTEM is generally intended to be available twenty-four (24) hours per day, seven (7) days per week; however, all or any portion of the SYSTEM may be unavailable, delayed, interrupted, degraded, suspended, or limited from time to time due to scheduled maintenance, emergency maintenance, software or hardware failure, communications failure, data transmission failure, cyber events, security events, processor outages, third-party service interruptions, settlement issues, force majeure events, or other causes within or outside of Farm Credit's control. 

You acknowledge and agree that the SYSTEM depends upon Farm Credit's internal systems and infrastructure, as well as third-party Service Providers, payment rails, hosting providers, communications providers, and financial institution partners. Farm Credit does not warrant that the SYSTEM will be continuously available, processed in real time, performed without interruption, or completed within any particular time period except as expressly required by law. Farm Credit may suspend or delay any SYSTEM Service whenever Farm Credit deems such action reasonably necessary for security, operational integrity, legal compliance, maintenance, or business continuity purposes. 

To the fullest extent permitted by applicable law, Farm Credit shall not be liable for any delay, interruption, nonperformance, incomplete performance, duplicate processing, settlement delay, posting delay, communication failure, or other impact arising from the acts, omissions, failures, or unavailability of any communication network, processor, correspondent, Service Provider, or other third-party dependency on which the SYSTEM relies.

TRANSACTION FINALITY; OPERATIONAL CONFIRMATION

Certain transactions initiated, requested, scheduled, displayed, or otherwise transmitted through the SYSTEM, including loan advances, disbursement requests, transfers, payoffs, bill payments, or other funds movement instructions, are subject to Farm Credit's internal review, processing requirements, account-status verification, funds-availability determinations, loan documents, credit policies, legal review, and operational controls. 

Submission or display of a transaction request through the SYSTEM does not constitute acceptance, approval, funding, settlement, completion, or final posting by Farm Credit. A transaction is final only when it has been approved, processed, executed, and posted by Farm Credit in accordance with Farm Credit's records, systems, and procedures. Farm Credit may delay, reject, suspend, reverse, cancel, or decline to process any transaction request for any reason permitted under this Agreement, the Underlying Account Documents, or applicable law, including insufficient funds or credit availability, unmet lending conditions, incomplete instructions, suspicious activity, legal process, system constraints, service interruptions, or operational limits. 

Where the timing, amount, payoff status, funding status, settlement status, or completion of a transaction is material, you agree to obtain direct confirmation from Farm Credit using approved communication channels and not to assume completion solely because a request appears in the SYSTEM. Farm Credit shall not be liable for losses resulting from your failure to obtain such confirmation where reasonably necessary under the circumstances.

POSTING, CUTOFF TIMES, PROCESSING ORDER, AND LIMITS

Transaction requests submitted through the SYSTEM are subject to Farm Credit review and may be processed in accordance with Farm Credit's then-current procedures, posting schedules, Business Day cutoffs, and the applicable Underlying Account Documents. 

Farm Credit may establish or modify cut-off times, transaction amount limits, transaction frequency limits, available funds rules, and eligibility requirements for any SYSTEM Service. If your available funds, available credit, loan commitment, trust fund balance, or other applicable source is insufficient, or if a hold, reserve, legal restriction, or future payment encumbrance exists, Farm Credit may cancel, modify, defer, or refuse a transaction request in order to avoid exceeding applicable limits or disrupting other obligations. 

If multiple transactions, items, or payment instructions compete for the same available funds or credit, Farm Credit may determine the order of review, processing, posting, refusal, return, or cancellation in its sole discretion unless otherwise required by law or by the applicable Underlying Account Documents. 

STATEMENTS; REVIEW OBLIGATIONS; ERRORS

Transactions initiated through the SYSTEM may appear on periodic statements, billing notices, histories, or other account records maintained by Farm Credit. You agree to review all statements, confirmations, notices, and Account activity promptly and to notify Farm Credit immediately of any discrepancy, error, unauthorized transaction, or suspicious activity. 

If you believe your statement or Account history is incorrect, or if you need more information about a transaction, you must notify Farm Credit as soon as possible using the contact information designated by Farm Credit. You agree to provide your name, Account number, the nature of the suspected error, the date, and the amount involved, and any supporting documentation reasonably requested. 

Farm Credit will investigate and respond to alleged unauthorized electronic fund transfers or other covered errors in accordance with applicable law, including any timing, notice, provisional credit, or document rights that cannot be waived. You agree that different legal standards may apply and that prompt notice is a condition of any claim.

LIABILITY FOR UNAUTHORIZED TRANSFERS

Contact Farm Credit immediately if you believe your Credentials have been lost, stolen, compromised, or used without authorization, or if someone has transferred or may transfer money from your Account without your permission. Prompt notice may reduce your potential liability. 

If your statement shows a transfer that you did not make, notify Farm Credit immediately. Delays in reporting may reduce or eliminate recovery rights to the fullest extent permitted by law. If a good reason kept you from reporting within the required timeframe, Farm Credit will extend time periods as required by law.

SERVICE PROVIDERS; THIRD-PARTY SYSTEMS; COBANK/ VENDOR ALLOCATION

Farm Credit may use one or more Service Providers to host, support, authenticate, process, settle, transmit, or otherwise facilitate the SYSTEM and any SYSTEM Service. You acknowledge that some transactions, communications, and services may be performed through third-party vendors, processors, mobile application operators, hosting providers, payment networks, communications carriers, correspondent institutions, or other intermediaries. 

To the fullest extent permitted by law, you agree that any claim arising from SYSTEM Services provided through or supported by a Service Provider shall be asserted against Farm Credit and not directly against the applicable Service Provider, unless Farm Credit expressly states otherwise in writing. Service Providers are intended third-party beneficiaries of any protective, disclaimer, allocation-of-risk, limitation-of-liability, and indemnification provisions in this Agreement applicable to the services they support. 

If Farm Credit and/or a Service Provider establish accounts or processing arrangements in Farm Credit's name or your name solely for money transmittal or enabling the SYSTEM, such arrangements do not create a direct banking relationship between you and the Service Provider unless expressly stated otherwise.

ELECTRONIC COMMUNICATIONS; E-DELIVERY CONSENT

You consent to receive Communications electronically to the extent permitted by law, including by email, posting through the SYSTEM, posting to a designated website, mobile application, secure message center, downloadable document, or other electronic means. 

You agree to maintain a valid and current email address and any other contact information required by Farm Credit. Farm Credit may treat repeated failed delivery, invalid contact information, or inability to reach you electronically as grounds for restricting certain services, requiring updated enrollment, or otherwise taking appropriate operational action. You may request paper copies of certain Communications where available, and fees may apply where permitted by law. Withdrawal of electronic consent may result in suspension or termination of some or all SYSTEM Services. 

By continuing to use the SYSTEM after receiving notice of revised terms, you agree to the revised Agreement to the extent permitted by law. 

FEES AND CHARGES

You agree to pay the fees and charges applicable to the SYSTEM and SYSTEM Services as set forth in Farm Credit's current fee schedule, product schedule, billing disclosure, or other applicable notice. Farm Credit may deduct fees and charges from an eligible Account or otherwise collect them in accordance with the Underlying Account Documents and applicable law. 

You are also responsible for all telephone, mobile carrier, data, internet, device, and other third-party charges incurred in connection with your use of the SYSTEM. If you close or redesignate the primary Account used for the SYSTEM, you agree to cooperate with Farm Credit in establishing any replacement payment or billing arrangements required to maintain or close services. 

PRIVACY; ACCOUNT INFORMATION DISCLOSURES

Farm Credit may disclose information about your Account and your transactions as permitted by law, including where necessary to complete or validate a transfer, to verify the existence or condition of an Account, to comply with legal process, government requests, or processor requirements, with your consent, or as otherwise described in Farm Credit's privacy notice or applicable law. 

Farm Credit may collect and retain technical, transactional, and identifying information associated with your access to the SYSTEM, including information concerning device type, browser type, cookie use, session timing, IP address, screen resolution, time zone, pages visited, and similar metadata, for purposes of security, authentication, fraud prevention, performance analysis, compliance, and customer support.

DISCLAIMER OF WARRANTIES

SUBJECT TO APPLICABLE LAW AND REGULATION, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE UNDERLYING ACCOUNT DOCUMENTS, THE SYSTEM, THE SITE, THE SYSTEM SERVICES, AND ALL RELATED CONTENT, COMMUNICATIONS, TOOLS, AND FUNCTIONALITY ARE PROVIDED ON AN 'AS IS,' 'AS AVAILABLE,' AND 'WHERE AVAILABLE' BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, FARM CREDIT AND THE FARM CREDIT PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, OR ERROR-FREE OPERATION. 

WITHOUT LIMITING THE FOREGOING, FARM CREDIT DOES NOT WARRANT THAT THE SYSTEM WILL OPERATE WITHOUT INTERRUPTION, THAT ANY DEFECTS WILL BE CORRECTED, THAT ANY COMMUNICATION OR TRANSMISSION WILL BE SECURE, OR THAT THE SYSTEM OR ANY EMAIL, LINKED WEBSITE, MOBILE APP, SERVER, OR THIRD-PARTY INTEGRATION IS FREE FROM VIRUSES, DESTRUCTIVE CODE, MALWARE, OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICE, REPAIR, RESTORATION, OR CORRECTION TO YOUR SYSTEMS RESULTING FROM SUCH EVENTS.

LIMITATION OF LIABILITY

SUBJECT TO APPLICABLE LAW AND REGULATION, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FARM CREDIT AND THE FARM CREDIT PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ECONOMIC, OR RELIANCE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, DELAY DAMAGES, REPUTATIONAL HARM, OR SIMILAR DAMAGES, ARISING OUT OF OR RELATING TO THE SYSTEM, THE SITE, ANY SYSTEM SERVICE, ANY COMMUNICATION, ANY TRANSACTION REQUEST, OR ANY THIRD-PARTY DEPENDENCY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Without limiting the foregoing, Farm Credit shall not be liable for losses arising from or related to: (i) your failure to follow instructions, protect Credentials, secure your systems, supervise Authorized Users, or provide complete and correct information; (ii) any delay, interruption, or failure in communications, data transmission, internet service, browser functionality, device functionality, processor performance, third-party system availability, or Service Provider operations; (iii) any fraud, unauthorized access, malware, phishing event, impersonation event, or compromise not caused directly by Farm Credit's failure to follow its own applicable procedures; (iv) any transaction rejected, delayed, reversed, cancelled, suspended, or not completed due to account restrictions, insufficient funds or credit, legal process, security concerns, suspected fraud, incomplete instructions, operational limits, or service outages; (v) your failure to obtain direct confirmation from Farm Credit where confirmation is reasonably required for transaction finality, timing, funding, or payoff matters; or (vi) any event beyond Farm Credit's reasonable control. 

If Farm Credit is found liable notwithstanding the foregoing, Farm Credit's liability shall, to the fullest extent permitted by law, be limited to direct actual damages proven by you to have resulted directly from Farm Credit's failure to act in accordance with its own established procedures regarding the specific transaction at issue, and in no event shall recovery exceed the maximum amount permitted under applicable law or, where such limit may lawfully be applied, One Hundred Dollars ($100.00). 

INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Farm Credit and the Farm Credit Parties from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to: (i) your use of the SYSTEM or any SYSTEM Service; (ii) any use of the SYSTEM by an Authorized User, employee, agent, contractor, or representative acting with your actual or apparent authority; (iii) your breach of this Agreement, the Underlying Account Documents, or applicable law; (iv) your failure to protect Credentials, devices, or internal systems; (v) disputes among borrowers, co-owners, authorized signers, administrators, employees, or agents regarding authority, access, account control, or transaction instructions; or (vi) any claim by a third party arising through you or through your use of the SYSTEM. 

This indemnity shall not apply to the extent a claim results directly from Farm Credit's gross negligence, willful misconduct, or non-waivable legal violation.

SUSPENSION; RESTRICTION; CANCELLATION; TERMINATION

Farm Credit may, at any time and in its sole discretion, deny enrollment, suspend, restrict, disable, modify, or terminate your access to all or any portion of the SYSTEM or any SYSTEM Service, with or without prior notice except as required by law. Grounds for such action include suspected fraud, suspicious activity, security concerns, default under any Underlying Account Document, excessive risk, inactive usage, failure to maintain valid contact information, violation of this Agreement, failure to comply with internal controls, operational changes, service-provider changes, legal requirements, product discontinuation, account closure, refinance, merger, transfer of servicing, or any other business reason. 

You may request cancellation of your access by written notice in a manner acceptable to Farm Credit; however, cancellation does not affect liability for transactions initiated before cancellation becomes effective, nor does it affect obligations that survive termination. 

NOTICES; CONTACT INFORMATION

You agree to notify Farm Credit immediately of any unauthorized access, credential compromise, suspicious transaction, discrepancy, change in contact information, change in authority, or other matter requiring action under this Agreement. Farm Credit may provide notices by email, system posting, secure message, website posting, mobile app notice, postal mail, or other method permitted by law. Delivery is effective when sent or posted in accordance with Farm Credit's normal procedures, unless otherwise required by law. 

Farm Credit Contact Information: 

Electronic Services Department 
Telephone: 866-245-3633 
Email / Secure Message: onlinebanking@okagcredit.com 
Mailing Address: 3033 Progressive Dr Edmond, OK 73034 

MISCELLANEOUS

This Agreement shall be governed by the laws of the State of Oklahoma, without regard to conflict-of-law principles, and by applicable federal law and regulation. If performance of this Agreement would violate applicable law or regulation, this Agreement shall be deemed amended to the extent necessary to comply, and Farm Credit shall not incur liability solely by reason of such required amendment. 

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be construed to effectuate the original purpose as nearly as possible to the extent permitted by law. Headings are for convenience only and do not affect interpretation. You may not assign this Agreement without Farm Credit's prior written consent. This Agreement is binding upon and benefits the parties and their permitted successors and assigns. Any provisions that by their nature should survive shall survive termination, including provisions relating to security, review obligations, fees, limitation of liability, indemnity, electronic communications, and governing law. 

This Agreement, together with the Enrollment Materials and Underlying Account Documents, constitutes the entire agreement between you and Farm Credit regarding the subject matter addressed herein, except that any separate product-specific agreement, bill payment agreement, treasury management agreement, or disclosure shall continue to apply according to its terms.