GENERAL RULES FOR BUSINESS ACCOUNTS
OPENING YOUR ACCOUNT: Your account will be opened when:
- The Bank has accepted your completed deposit account signature card and provided you with a receipt of deposit.
- You have received a copy of this agreement including the business banking fee schedule.
- The Bank has received any other documents that it may require to establish your deposit account, including any business resolution forms.
FORM OF ACCOUNT OWNERSHIP: Corporation or Unincorporated Association Accounts: If you are a corporation or an unincorporated association, you agree that the Account is payable only to or on the order of the corporation or association and not, except as they may be a payee on a check or other item drawn on the Account, to any individual director, shareholder, or member thereof. You further represent and agree that the corporation or association has taken all action necessary to open and maintain banking accounts at the Bank and that any resolutions filed with the Bank in connection with the Account are true, accurate, complete, and will be kept up to date. The Bank may act upon the resolutions on any transaction involving the Account. You agree to notify the Bank in advance of any change in your form of ownership.
Partnership Accounts: If you are a partnership, including a limited partnership or joint venture, you agree that the Account is payable only to or on the order of the partnership, and not to any individual partner except as the partner may be a payee on a check or other item drawn on the Account. You further represent and agree that the partnership has taken all action necessary to open and maintain banking accounts at the Bank and that any certificates or resolutions filed with the Bank in connection with the Account are true, accurate, complete and will be kept up to date. The Bank may act upon the instructions of the general partner(s) or any other person designated in the resolutions on any transaction involving the Account. You agree to notify the Bank in advance of any change in your form of ownership.
Sole Proprietorship Accounts: If you are a sole proprietor, you agree that upon your death, your estate shall release and indemnify the Bank for any payment made at the direction of an authorized signature on your Account, provided the Bank has not received actual notice of your death. If you are doing business under an assumed name, you represent and agree that you have properly filed all assumed name certificates of other documents required by the laws of the state of Ohio. You represent and agree to notify the Bank in advance of any change in your form of ownership.
AUTHORIZED SIGNERS: You agree that the Bank may act on the instructions of the requisite number of designated Authorized Signers on transactions or other matters involving your Account and may continue to do so until advised otherwise by you in writing. You further agree that the Bank may honor and charge against your Account any item signed, drawn, accepted, endorsed or authorized by the requisite number of Authorized Signers without inquiry as to the circumstances of issue or disposition of the proceeds and regardless of to whom such item is payable or endorsed.
FACSIMILE SIGNATURES: If you authorize the Bank to honor a facsimile signature or other form of signature (collectively "facsimile signature"), you agree that you shall have the sole responsibility for maintaining security of any such facsimile signature or device by which it is affixed and that you shall bear the entire risk of unauthorized use thereof whether or not you are negligent. You also agree that no facsimile signature the Bank has been authorized to honor may be considered a forgery or an unauthorized signature but that such facsimile signature shall be effective as your signature or endorsement whether or not you have been negligent. You further agree to indemnify and hold the Bank harmless from and against any and all loss, cost, damage, liability, or expense (including reasonable attorney fees) the Bank or you may suffer or incur as a result of the unlawful use, unauthorized use or misuse by any person of any such facsimile signature.
SET-OFF: You agree that the Bank may use the funds in your Account to pay off any debt, whether direct or indirect you have with the Bank. If the Bank makes a set-off against your Account, you agree to release and indemnify the Bank from all liability for its actions. This right of set-off does not apply if the debt is increased under a consumer credit card plan or your right to withdraw funds from the Account arises only in a representative capacity.
CLOSING YOUR ACCOUNT. Either you or the Bank may close your Account, at any time, with or without cause. If the Bank closes your Account, the Bank may send you written notice that the Account is closed on the date it closes your Account. You agree to notify the Bank of your intention to close the account. The Bank will return the balance in your Account less any fees, claims, set-offs, or other amounts you owe the Bank. After your account is closed, the Bank has no obligation to accept deposits or pay any outstanding checks. You agree to hold the Bank harmless for refusing to honor any check drawn on a closed account.
CHANGES IN RULES AND REGULATIONS: The Bank may change the terms of this agreement and any agreement insert, including any account fees or charges. The Bank agrees to notify you of any changes to this agreement 30 days in advance. If you still maintain your account after the effective date of any change, you agree to be bound by the changes.