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Online Banking Service Agreement

Online Banking Service Agreement and Electronic Disclosure Addendum: Online Business SuiteTM

Effective Date: May 29, 2015

This addendum to the Online Banking Service Agreement and Electronic Disclosure sets forth the terms for your use of the Online Business Suite. Except where modified by this Addendum, all the existing terms and conditions of your Online Banking Service Agreement and Electronic Disclosure remain in effect. If there is a conflict, the terms in this Addendum will control the Online Business Suite services.

Table of Contents Show all Topics Hide all Topics

  1. Creating and Managing Users
  2. Linking Accounts of Additional Businesses
  3. Direct Connect for QuickBooks
  4. Show Topics for Direct Payments
    1. Direct Payments For Online Business Suite Customers
    2. Initiating and Scheduling Transfers
    3. Cancelling Transfers
    4. Transfer Fees
    5. Dollar Limits
    6. Processing Transfers and Disqualifying Events
    7. Liability
    8. Special Rules For International Transfers
  5. Show Topics for Express Invoicing
    1. Description
    2. Requirements and Conditions
    3. Confidentiality and Security
  6. Show Topics for Easy Online Payroll ®
    1. Description
    2. Permitted Uses and Restrictions on Use
    3. Customer Support
    4. Electronic Payments
    5. Marketing to Your Employees
    6. Limited Warranty, Applicable Only to the Service
    7. Disclaimer of Warranties Related to the Service
    8. Limitation of Liability
    9. Termination
    10. Sharing of Information
    11. Changes to the Addendum
    12. Miscellaneous Terms Applicable Only to the Service
  7. Show Topics for Full Service Payroll
    1. Description
    2. Permitted Uses and Restrictions on Use
    3. Limited Warranty for the Service and Accuracy of Information
    4. Disclaimer of Warranties Related to the Service
    5. Submitting Payroll Information
    6. ACH Credit/Debit Authorization
    7. Direct Deposit Service
    8. Customer Agent of Third Party
    9. Customer Support
    10. Marketing to Your Employees
    11. Call Monitoring
    12. Limitation of Liability
    13. Termination
    14. Sharing of Information
    15. Changes to the Addendum
    16. Miscellaneous Terms Applicable Only to the Service
    17. Setup Services
  8. Fees
  9. Cancellation and Changes

1. Creating and Managing Users

You may authorize other users and control their scope of activities by designating user levels, access levels, and account settings.

You may add additional users to your Online Banking profile and provide each with a separate Online ID and passcode. You may designate the user level either as "user" (also sometimes referred to as sub-user) or "Administrator." An Administrator is a user who is able to create additional users and to edit and monitor other users. An Administrator is not eligible to enroll in other online business services or grant levels of access to other users that have not been granted to the Administrator. For each user, you can designate which account(s) the user will have access to. You may also place limits on the types of transactions for each account the user is granted access to.

For each account linked to your Online Banking profile, except for personal investment accounts, you can designate each user's access level and account settings.

Access Level (also sometimes referred to as Activity Level) means either Transactional Access, View Access or No Access.

You agree that users have Transactional Access, unless otherwise specified by you or an Administrator. You agree that by granting Transactional Access (also sometimes referred to as financial access or full access) to an account you will be allowing a user to transfer funds, make payments, perform account maintenance, and view account balances and activity on the account, subject to the selected account or general service settings.

View Access (also sometimes referred to as inquiry access or basic access) allows a user to only view account balances and activity, subject to the selected account or general service settings.

Account settings are levels of access and transactional limits that you and/or an Administrator may select for each user. In addition to specifying Transactional, View, or No Access for a user of an account, you can also specify certain other account settings, including transaction limitations as provided on our web site. You may also designate certain "general service settings," which are global settings that may affect more than one account. These include Full Access Bill Pay, Payroll Services, Direct Payments, and Express Invoicing.

There are additional controls available for the Bill Pay option. If you select to enable Full Access Bill Pay for a user, that user will automatically have Transactional Access to all the accounts that you have set up for Bill Pay, and the user will be able to pay bills using the Bill Pay feature and set up new payees. You may, however, designate limited access for a user of Bill pay, which will permit the user to have transactional access for specific accounts and existing payees only. For the Bill Pay functionality, you may limit a user to use only certain specified accounts. For users of the Payroll, Direct Payments and Express Invoicing, only Transactional Access is available.

In addition to designating general service settings, you can also provide additional account settings on certain eligible accounts, such as allowing a user to view statements, view check images or make transfers for the selected accounts. Any user to whom you have given transfer ability will be able to see the last name and last 4 digits of account number for all transfer recipients created by you, an Administrator or any other user, even those that the user did not initiate.

If you no longer are a person authorized on the signature card for each linked account to designate signers for each such account, the business has the obligation to inform Business Online Banking of the new individual or individuals with such authority. Such notice must be given separately from any other notices given to other Bank departments or banking centers, by calling us at 1.800.432.1000. You may also write us at:

Bank of America
Electronic Banking Services

TX2-980-01-08
P.O. Box 655961
Dallas, TX 75265-9964

You are responsible for, and we will have no liability to you, for any unauthorized payments, transfers, or other transactions performed on any account linked to this service that are made by a designated user or Administrator using the passcodes you or an Administrator assign and that occur before you have notified us of possible unauthorized use and we have had a reasonable opportunity to act on that notice.

2. Linking Accounts of Additional Businesses

If you also are authorized to enter into an Agreement for the Business Online Banking service for another business, and if you want to link the accounts of the other business to the accounts covered by this Agreement, you will need to agree separately to this Agreement for each other business. Upon doing so, you may link the accounts of the businesses so that you may elect, at your risk and that of the businesses, but not of the Bank, to use a common Online ID and passcode for Business Online Banking for all linked accounts. You should do this only if you are authorized to link the accounts of the different business and to use all the functions of Business Online Banking for each business. You further agree to inform the Bank if your authority over any linked account decreases. The bank is not liable if your authority over any account decreases until it is informed of the change in authority using the "Notice" requirements of this Agreement.

3. Direct Connect for QuickBooks

You may also access your account information directly through QuickBooks® software. You are responsible for separately purchasing QuickBooks, and the Bank makes no warranties nor accepts any liability for such software. QuickBooks is a registered trademark of Intuit, Inc.

4. Direct Payments

For general questions, to request cancellation of payments and transfers, or to report unauthorized transactions, please call us at 1-866-758-5972. Online Banking Customer Service is available Monday through Friday from 7:00 a.m. to 7:00 p.m., and Saturday and Sunday from 7:00 a.m. to 4:00 p.m. local time, excluding bank holidays.

You may also write us at:
Bank of America
Electronic Banking Services
TX2-980-01-08
P.O. Box 655961
Dallas, TX 75265-9964

A. Direct Payments For Online Business Suite Customers

  • You must be enrolled in Online Banking to use Direct Payments.

  • Within Online Banking, you have the option of participating in the Direct Payments Service which allows you to transfer funds from your business checking account at Bank of America to an individual’s or vendor’s account at another financial institution. Before scheduling a Direct Payment to an individual, you agree that you will have received a signed authorization from the payee, and that the authorization will not have been revoked. You agree to provide a copy of the authorization to us upon our request. Before scheduling any vendor payment, you agree that you will have received authorization from the vendor to make the payment by electronic means. Delivery speeds for domestic (U.S.) transfers are 3-Business-Day, Next-Business-Day or Same-Business-Day transfers. Next-Business-Day and Three-Business-Day transfers are not available for international transfers. Limitations apply. Please see below for a more detailed description of these transfers.

  • Types of domestic (U.S.) transfers:
    • Three-Business-Day transfers: Funds will be debited from your Bank of America account on the business day you direct us to initiate processing of the transfer, and typically will be credited to the receiving account on the third business day after the transfer is initiated.

    • Next-Business-Day transfers: Funds will be debited from your Bank of America account on the business day you direct us to initiate processing of the transfer, and typically will be credited to the receiving account on the next business day after the transfer is initiated.

    • Same-Business-Day transfers: Funds will be debited from your Bank of America account on the business day you direct us to initiate processing of the transfer and typically will be credited to the receiving account on the same business day.

  • Types of international transfers:
    • Same-Business-Day transfers: Funds will be debited from your Bank of America account on the business day you direct us to initiate processing of the transfer, Bank of America will send the payment out on that business day, the beneficiary’s bank typically receives the funds 1 to 2 business days later and the funds typically will be credited to the beneficiary within 2 days.

  • Bank of America is not responsible for any failure of another financial institution to act in a timely manner as described above. As a result, Bank of America cannot guarantee the timely delivery or return of funds as a result of the failure of another financial institution to act in a timely manner. Please note that beneficiary banks located in some countries may take several days or even weeks to credit the receiving account. There may be some risk in making a transfer to a slow-to-pay country. Please see a complete listing of slow-to-pay countries. Currency conversion charges also may apply to international transfers. Bank of America will trace your transfer if the recipient has not received it in 3 weeks. A $25 fee will be charged for each transfer trace.

  • You agree that you will have sufficient available funds in the designated deposit account to cover all Direct Payments on the date scheduled. If the deposit account does not have sufficient available funds on the scheduled date, we may elect not to initiate one or more of the transfers. If we do elect to initiate the transfer, it may cause an overdraft in your account in which case you shall be liable for the overdraft and any overdraft fees and interest thereon, as set forth in your Deposit Agreement. If we do elect to initiate the transfer, you agree to pay all related fees as disclosed in your Deposit Agreement.

  • You agree that Bank of America may use any means or routes which we in our sole discretion consider suitable to execute your transfer. Bank of America hereby gives notice that Same-Business-Day transfers may be executed through Fedwire, a funds transfer system operated by the Federal Reserve Banks, through CHIPS (Clearing House Interbank Payments System), a funds transfer system operated by The Clearing House or through SWIFT (Society for Worldwide Interbank Financial Telecommunication). With respect to payment orders relating to the transfer which are executed through Fedwire, Federal Reserve Regulation J and all applicable Federal Reserve operating circulars shall govern the payment orders. With respect to payment orders relating to the transfer which are executed through CHIPS, the CHIPS Operating Rules shall govern the payment orders. With respect to payment orders relating to the transfer which are executed through SWIFT, the SWIFT operating rules shall govern the payment orders. Three-Business-Day transfers and Next-Business-Day transfers may be made through the Automated Clearing House processor selected by us or directly to another bank, and you agree will be subject to the National Automated Clearing House Association rules or our agreement with the other bank as applicable.

B. Initiating and Scheduling Transfers

  • Cut-off Time: The cut-off time for 3-Business-Day transfers and Next-Business Day transfers is 8:00 p.m. ET. The cut-off time for Same-Business-Day transfers is 5:00 p.m. ET. Any transfer initiated after the applicable cut-off time will be considered as being initiated on the next business day.

  • Transfers can be scheduled on either a 1-time or a recurring basis. Processing of 1-time transfers may be initiated immediately or scheduled for initiation on a future date. Recurring transfers may be scheduled for up to 1 year in advance for domestic (U.S.) transfers only. The recurring transfer feature may be used when a set amount is transferred at regular intervals.

  • In addition to choosing the delivery speed, as described above, you will be asked to pick the date that you want us to initiate the processing of the transfer. For example, if you direct us to initiate processing a transfer immediately and choose Next Business Day delivery, funds will be debited from your Bank of America account on the business day you schedule the transfer and typically will be credited to the receiving account on the next business day after the transfer is initiated.

  • 1-time future-dated or recurring transfers scheduled for a weekend or a non business day will be processed on the prior business day.

C. Cancelling Transfers

  • Subject to the limitations in Section 4 G and H below, you can cancel 1-time future-dated and recurring transfers prior to midnight ET on the date processing for the transfer is scheduled to be initiated by calling us at the number indicated above.

  • If you direct us to begin processing a transfer immediately or a transfer's status is In Process or Processed, you no longer have the right to cancel it. However, the Bank at its option, may attempt to cancel the transaction, subject to the limitations in Section 4 G and H below.

D. Transfer Fees

  • Fees for Direct Payments are provided in Section 8 below.

  • Miscellaneous Fees: You will be charged $25 for each transfer trace that you ask us to execute for you. International payments may be subject to additional fees charged by intermediary, receiving and beneficiary banks.

  • You may move money without a transfer fee by using Bank of America’s Online Bill Pay Service. Bill Pay allows you to pay large, well established merchant billers electronically within 1 to 3 days without charge. You may also use Bill Pay to transfer money to individuals and smaller merchants when arrival by a specified date is not required. Direct Payments Service is an alternative that allows you to transfer funds to individuals or vendors when delivery of funds by a specific date is critical.

E. Dollar Limits

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F. Processing Transfers and Disqualifying Events

  • A transfer remains "In Process" until fully processed and it will appear as "In Process" on your Direct Payments Review Transfers tab within Online Banking. Transfers remain "In Process" until the close of business on the day the funds are scheduled to be credited to the receiving account.

  • Bank of America will use best efforts to provide oral, written or electronic notice to you of rejection of a transfer on the scheduled date of initiation of the transfer; provided, however, that Bank of America shall not be liable to you for interest compensation for its failure to give such notice.

G. Liability

  • By enrolling in Online Banking and accessing the Direct Payments Service using your online ID and passcode, you acknowledge and agree that this system includes security procedures for transfers initiated through this Service that are commercially reasonable. You agree to be bound by instructions, whether authorized or unauthorized, which we implement in compliance with these procedures, unless you have given us prior notice of possible unauthorized use of your passcode and we had a reasonable opportunity to act on such notice.

  • If we fail or delay in making a transfer pursuant to your instructions, or if we make a transfer in an erroneous amount that is less than the amount per your instructions, unless otherwise required by law or as otherwise provided in this Agreement, our liability shall be limited to interest on the amount that we failed to timely pay or transfer, calculated from the date on which the payment or transfer was to be made until the date it was actually made or you canceled the instructions. We may pay such interest either to you or the intended recipient of the transfer, but in no event will we be liable to both parties, and our payment to either party will fully discharge any obligation to the other. If we make a payment or transfer in an erroneous amount that exceeds the amount per your instructions, or if we permit an unauthorized payment or transfer after we have had a reasonable time to act on a notice from you of possible unauthorized use of your passcode as described in this Section above, unless otherwise required by law or as otherwise provided in this Agreement, our liability will be limited to a refund of the amount erroneously paid or transferred, plus interest thereon from the date of the transfer to the date of the refund, but in no event to exceed 60 days' interest. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where Bank of America is headquartered for each day interest is due, computed on the basis of a 360-day year. Unless otherwise required by law, in no event will Bank of America be liable to you for special, indirect or consequential damages including, without limitation, loss or damage from subsequent wrongful dishonor resulting from our acts or omissions or lost profits, even if we are advised in advance of the possibility of such damages. We shall not be liable for your attorney’s fees, except as required by law.

  • You expressly agree that Bank of America shall be liable to you only for our negligent performance or non-performance of the services provided pursuant to the Direct Payments Service, and that our responsibility shall be limited to the exercise of reasonable and ordinary care. Unless otherwise required by law, Bank of America shall not be liable for any error or delay on the part of any third party or for any other act or omission of any third party, including without limitation third parties used by Bank of America in executing any payment order relating to a transfer or performing a related act, and no such third party shall be deemed to be our agent. Further, we shall not be liable to you or any third party for failure to execute any transfer or perform a related act if such a failure is due to causes or conditions beyond our reasonable control, including without limitation, strikes, riots, insurrection, war, military, or national emergencies, acts of God, natural disasters, fire, outages of computers or associated equipment, or failure of transportation or communication methods or power supplies. Except as may be limited by applicable law, you agree to indemnify and hold Bank of America and officers, directors, employees and representatives harmless (including payment of reasonable attorney’s fees) against any and all liability to third parties arising out of, or in connection with, this Agreement, the Direct Payments Service or any actions taken by Bank of America pursuant to your instructions.

  • For each transfer, we will e-mail a confirmation to you at the e-mail address indicated in our records. The confirmation will note the date and the amount of the transfer and the bank or institution to or from which the transfer was made. You agree to examine the confirmation promptly upon receipt and to notify us immediately of any discrepancy between the confirmation and your records. Bank of America shall not be liable for interest compensation, as otherwise set forth in this Agreement, unless Bank of America is notified of the discrepancy within 30 days from the date of your receipt of the confirmation or your bank statement including the transfer, whichever is earlier.

  • You acknowledge and agree that if a payment order relating to a transfer describes a beneficiary inconsistently by name and account number, payment might be made by the beneficiary’s bank on the basis of the account number, even if it identifies a person different from the named beneficiary, and that your obligation to pay the transfer issued by you to us shall not be excused by such payment.

  • Bank of America may at its option accept your cancellations or amendments to a transfer. You acknowledge that if Bank of America attempts to cancel or amend a transfer, then the reversal request or amendment must be agreed to by each financial institution which has accepted a payment order related to the transfer at issue before it will be acted upon and you further agree that Bank of America shall have no liability if a cancellation or amendment is not effected.You agree that you shall indemnify and hold Bank of America and officers, directors, employees, and representatives harmless from and against any and all claims, demands, losses, liabilities, and expenses, including attorney’s fees and costs, resulting directly or indirectly from compliance with your cancellation or amendment request.

H. Special Rules For International Transfers

·    Once an international transfer has been sent, it cannot be cancelled or amended. You may request an international transfer be recalled, and we will communicate your request to the beneficiary’s bank. If the beneficiary’s bank agrees to return the funds to us, then upon confirmation of receipt of funds in our account, we will credit your account at the current Bank of America retail buy rate for that currency that day (see below). Please note that the exchange rate will be different from the original rate applicable to the transfer, which may result in a loss to you. Furthermore, the beneficiary’s bank may assess charges for their services, which will be deducted from the amount returned to you. We will have no liability to you if the beneficiary’s bank or foreign beneficiary refuses your request to recall the international wire transfer.

·    If an international transfer is returned by the receiving bank or beneficiary’s bank for no fault of ours, we will credit your account at the current Bank of America retail buy rate for the currency that day (see below). Please note that the exchange rate will be different from the original rate applicable to the transfer, which may result in a loss to you. Furthermore, a returning bank and/or beneficiary’s bank may assess charges for their services, which will be deducted from the amount returned to you.

·    The exchange rate that Bank of America will offer you or assign to your transaction is determined by Bank of America based upon market conditions. We consider many factors in setting our exchange rates including without limitation exchange rates charged by other parties, desired rates of return, market risk and credit risk. You acknowledge that exchange rates for retail and commercial transactions, and for transactions effected after regular business hours and on weekends, are different from the exchange rates for large inter-bank transactions effected during the business day as reported in the The Wall Street Journal or elsewhere. Exchange rates offered by other dealers, or shown at other sources (including online sources) may be different from Bank of America’s rates. We do not accept any liability if our rates are different from rates offered or reported by third parties, or offered by us at a different time, at a different location, for a different transaction amount, or involving a different payment media (banknotes, check, wire transfer etc.)

5. Express Invoicing

A. Description

Express Invoicing is an optional service that enables you to create and send electronic invoices to your customers. We also provide a variety of record keeping functions to help you manage these invoices.

B. Requirements and Conditions

  1. We provide you with various templates and other tools to assist in the creation of individual invoices.  These templates and tools are for your convenience only and are not intended as legal or tax advice.  You are solely responsible for the content and accuracy of all information you include in an invoice.  If you have any questions, you should consult with your legal or tax advisor.
  2. You may send an invoice immediately or schedule for future delivery.  
  3. We will send each invoice as a PDF attachment to the email address you provide for your customer.  This may require additional software for your customer to open and read the invoice.  The email and pdf attachment are not encrypted or otherwise secured.  You agree (A) you will send an invoice only when you have authorization from your customer to use the email address for this purpose and (B) not to include any information that may be subject to additional requirements with respect to confidentiality or security of information. 
  4. You may also schedule one or more emails to remind your customer that the invoice will become or is past due.  You agree to immediately cancel all reminders upon request of your customer.  
  5. You agree that any invoice you send through this service may also be displayed to your customer in the Bank of America Payment Center.  The Bank of America Payment Center permits an individual or business to review through an Internet web site all invoices send by participating businesses, such as you.  
  6. Each invoice will provide your customer with an option to make a payment electronically through the Bank of America Payment Center.  You agree that we may receive an authorization on your behalf to initiate a debit of the deposit account of your customer as payment for the invoice.  The amount will be deposited into the Bank of America account you have designated through the Automated Clearing House or similar electronic clearing system.  You agree the transaction will be subject to the rules of the National Automated Clearing House Association or other applicable clearing system as in effect on the date of the transaction.  In some cases, we may disclose and charge your customer a fee for making the payment through the Bank of America Payment Center.  You will have no rights to this fee.   We reserve the right to limit the amount or frequency of payments made through the Bank of America Payment Center.  
  7. You agree not to use the Express Invoicing service in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (b) be fraudulent or involve the sale of counterfeit or stolen items, including but not limited to use of Express Invoicing to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for Bank of America or its affiliates or cause us to lose (in whole or in part) the services of our third-party provider; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (g) may potentially be perceived as being obscene or pornographic or contain child pornography, or racially, ethnically, or otherwise objectionable.

C. Confidentiality and Security

These provisions apply only to information (“Information”) you include in invoices created pursuant to the Invoicing Service or provided by your customer in connection with use of the Bank of America Payment Center.

  1. We may use or disclose the Information only (a) to perform the Express Invoicing Services, (b) to manage and administer our obligations under this Agreement, or (c) to carry out our legal responsibilities, provided that (i) the disclosure in our opinion is required by law or our regulators, or (ii) we obtain reasonable assurances from the person to whom the Information is disclosed that Information will be held confidentially and used or disclosed only for the purposes for which it was disclosed and that such person will use safeguards to prevent its further use or disclosure.
  2. We agree to use appropriate safeguards to prevent use or disclosure of the Information other than as provided by this Section C.
  3. We agree to implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Information we create, receive, maintain or transmit on your behalf.
  4. We agree to report to you any use or disclosure of the Information not provided for by this Section C or of any attempted or successful unauthorized access, use, disclosure, modification, or destruction of the Information PHI or interference with system operations in an information system containing Information of which we become aware.
  5. We agree to ensure in writing that any agent, including a subcontractor, to whom we provide the Information agrees to at least the same restrictions and conditions that apply to us with respect to such information.
  6. The provisions in this Section C shall continue to apply to the extent we maintain any Information after termination of the Invoicing service.

6. Easy Online Payroll ®

For payroll customers who have accepted the Intuit terms and conditions on or after May 31, 2013, the following terms and conditions in this section 6 no longer apply to your Online Banking Agreement with us:

A. Description

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B. Permitted Uses and Restrictions on Use

The Service may only be used for its intended purpose of calculating payroll and its associated liabilities for your business and making related payroll and tax payments or tax filings electronically (if you elect electronic payment or filing options). You may not use the Service for any other purpose or for any other business or entity. You can only use the Service if you maintain a Bank of America business checking account and access to your accounts through Small Business Online Banking. If you close your Bank of America business checking account that you are using for Easy Online Payroll, you must re-select another business checking account before you process payroll. If you have payroll transactions pending, you will be required to re-initiate them with another business checking account. If you do not have a valid Bank of America business checking account, you will either be required to open a new one or be denied access to Easy Online Payroll to process a payroll transaction.

If you close your Bank of America Business checking account you may no longer have access to your payroll and tax transaction history reports. It is your responsibility to print and maintain all payroll and tax transaction history reports prior to closing the Service.

The Service does not include calculation of deductions or taxes other than those that apply only to payroll, nor does it include calculation or reporting of penalties or interest on delinquent tax payments.

You agree that your Online ID and passcode have the same effect as your written signature authorizing payroll tax payments and payroll tax filings on the Web Site. Your use of this Service is a representation and warranty to Bank of America that you are authorized to use the Service on behalf of the business identified on the sign-up pages on the Web Site for the Service (including authorization to pay Bank of America's fees and to make electronic payments or filings on behalf of the business, if applicable) and to make on behalf of the business the representations and commitments required of the business by this Agreement and the Web Site.

The Service does not include obtaining your access to the Internet for connecting to the Service. Through the Online Banking Service Agreement, you have already acknowledged that the operation and availability of the communications systems used for accessing and interacting with the Service (e.g., the public telephone computer networks and the Internet) can be unpredictable from time to time further in this Addendum you acknowledge that accessing, interacting or transmitting information to the taxing authorities can also be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. Bank of America is not in any way responsible for any such interference with or prevention of your use or access to the Service. When the Internet is not available, you must contact Bank of America customer support by telephone at 1-888-606-4545 or by other means for instructions on how to calculate paychecks for your employees and make tax payments and filings.

Turbo Tax. When you sign up for Easy Online Payroll, the option to send W-2 information to TurboTax® software or services will be activated for the benefit of your employees (as long as you are an active subscriber). This means that W-2 data will be transmitted via a secure connection to the TurboTax servers for automatic download into TurboTax if your employees elect to use the tax filing software or services and choose to import their W-2 data automatically. You will have the option of turning off this functionality within the product. If you turn the functionality off, your employees will not have the ability to use the W-2 data import method from TurboTax software or services.

C. Customer Support

Bank of America provides free customer support specifically for this Service by telephone and through the Web Site to help you set up your payroll correctly and run your payroll successfully. The telephone number for Customer Support is 1-888-606-4545 and the hours are 5:00am PT - 7:00pm PT. You can also ask a question from within the Web Site clicking "Help" at the bottom of any page, then clicking "Ask a Question" at the top of the page.

D. Electronic Payments

You may request Direct Deposit of your employees' or contractors' paychecks to their Bank of America account, or you may request electronic payment of payroll taxes. Direct deposit and electronic tax payment options facilitate regular and typical payroll, contractor, and payroll tax payments. We reserve the right to delay or decline processing direct deposit or electronic tax payment transactions (i) that significantly differ, in our sole opinion, from your typical payment activity or volume of payment transactions, (ii) for which sufficient funds are not available in your account, (iii) that are otherwise in violation of this Agreement or the NACHA Rules, or (iv) that, in our sole opinion, may pose a risk of loss to us.

To use these options, you must input all required payroll information on the Web Site before the cutoff time specified on the Web Site for the payment date you choose. We may request and rely on information from you or other sources in order to verify your identity, the authorization of your instructions, and your creditworthiness. Subject to our right to require such verification, we will debit your Bank of America business checking account for amounts payable not later than the cutoff time as described on the Web Site. State tax payment transactions will be sent through the Automated Clearing House (the "ACH") Network. You agree that your payment transactions will be governed by the ACH rules as in effect from time to time and that you will not initiate entries that violate the laws of the United States. You hereby authorize PayCycle to Originate ACH debit Entries to your account(s) for any related fees and charges in connection with the services provided. You acknowledge that this authorization is to remain in full force and effect until PayCycle and Bank of America have received written notification from you of its termination in such time and in such manner as to afford PayCycle and Bank of America a reasonable opportunity to act on it. You can learn more about the ACH at www.nacha.org. To access, cut and paste this link into your internet browser. (NACHA – The Electronic Payments Association – develops operating rules and business practices for the ACH Network and for other areas of electronic payments.) You warrant to PayCycle (the ACH Originator), everything that PayCycle must warrant as an ACH Originator, and you accept any liability you, PayCycle, or Bank of America may incur which is caused by your electronic payment transactions.

You acknowledge that we may complete direct deposit and electronic tax payments according to your instructions. You are responsible for providing accurate information regarding payment instructions, and we are not responsible for errors or omissions in the information that you provide. In the event of an inconsistency between a name and an account number, we may rely on the account number. You agree that we are not responsible for any misdirected deposits if made to the account number you provide.

You agree that we may request, obtain and use credit reports and other information about you from third party sources.

If Bank of America cannot collect the amounts you owe us (amounts you owe us include fees for overdraft or returned items, payroll and tax payments, including fees paid for collection) because you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any of your other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon demand. In addition, we may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and avail ourselves of any other available remedy.

E. Marketing to Your Employees

You acknowledge that Bank of America may market its products and services to your employees whose information we have received from you in order for us to provide the Service.

F. Limited Warranty, Applicable Only to the Service

Bank of America provides a limited warranty to you regarding the accuracy of payroll tax calculations on each pay stub and tax filing prepared using the Service, subject to the following terms and conditions. Any other transactions, services or products provided to you by Bank of America through this Addendum, or any other Agreement with Bank of America (including, but not limited to, the Online Banking Agreement or your deposit account agreements), do not enjoy this limited warranty.


As your sole and exclusive remedy and Bank of America’s sole and exclusive liability for breach of the foregoing warranty, Bank of America will pay all government penalties and interest assessed against you due solely to calculation errors made by the Service.   This warranty does not apply to any assessments, penalties or interest resulting from, among other things, your use of the Service to process payroll data for which it is not appropriate, your failure to make and record payroll, tax payments and filings in the manner and on the schedule recommended by Bank of America, your failure to enter on the Web Site timely and accurate compensation information for your employees, your use of the Service to prepare pay stubs, tax payments or tax filings based in whole or in part on payroll or tax payment information that you calculated or input incorrectly, or your failure to file an amended return or make an additional payment to avoid or reduce your penalty or interest after you have received notice from the government or Bank of America that you should do so. Bank of America will endeavor to post on the Web Site notices of corrections and updates to the Service and to notify you according to the contact information that you provide on the Web Site, which you agree to update promptly with all changes.

In general, Bank of America calculates your payroll taxes based on the assumption that the wages you pay to employees (but not payments you make to contractors) are subject to all payroll taxes applicable to your geographical area. For example, Bank of America assumes that you are subject to federal unemployment tax, although you may not be if you did not pay wages in excess of the required threshold in at least one calendar quarter this year or last year. Bank of America guides you to make tax payments in full when due, although some tax agencies do not assess penalties for small payment shortfalls that are made up by the end of a reporting period.  In some cases, you can customize the Service for situations such as those described above. In other cases, you may have to make adjustments outside the Service in order to take advantage of certain payroll tax exemptions. Bank of America does not warrant that the Service will minimize your payroll taxes automatically.

If you believe you are entitled to payment under this warranty, you must notify Bank of America customer support as directed on the Web Site as soon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice. By claiming payment, you authorize Bank of America to obtain and review any data files that may be in Bank of America’s possession or control in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance and additional information as reasonably requested by Bank of America. This warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Addendum or any other Agreement with Bank of America.

G. Disclaimer of Warranties Related to the Service

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND ITS RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. BANK OF AMERICA DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS. BANK OF AMERICA DOES NOT WARRANT THAT THE WEB SITE, OR THE SERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT BANK OF AMERICA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF THE SERVICE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

H. Limitation of Liability

THIS LIMITATION OF LIABILITY SUPERSEDES THE LIABILITY LIMITATION SECTION OF THE ONLINE BANKING AGREEMENT (6.C.) ONLY WITH RESPECT TO THE SERVICE.
EXCEPT TO THE EXTENT OF THE LIMITED WARRANTY DESCRIBED ABOVE, THE ENTIRE LIABILITY OF BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS FOR ANY REASON SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF SERVICE FEES PAID BY YOU TO BANK OF AMERICA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK OF AMERICA AND ITS LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS ADDENDUM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY LOSS, ERASURE OR CORRUPTION OF OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION TRANSMITTED, PROCESSED OR STORED VIA THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

You acknowledge that if an employee of yours is paid by check through the Service, and the employee does not have a deposit account with Bank of America, the employee may be charged a fee to cash that check at a Bank of America location.  You further acknowledge that some states require an employer to provide its employees with the means to obtain the full value of their paychecks.  You agree that compliance with any such requirement is your responsibility and not the responsibility of Bank of America or PayCycle, and you indemnify and hold harmless Bank of America and PayCycle for any claim asserting a violation of such requirement.

Notwithstanding anything in this Agreement, Bank of America has no responsibility or liability for damages or claims relating to any use of the Service other than for its intended purposes. The limitations of damages and liability set forth in this Addendum are fundamental elements of the basis of the bargain between Bank of America and you. You acknowledge and agree that Bank of America would not be able to provide the Service on an economic basis without such limitations.

I. Termination

Either you or Bank of America may terminate the Service (either entirely, or only with respect to electronic tax payment options) for any reason or no reason by giving notice in accordance with the information then on the Web Site, effective immediately. Reasons why Bank of America may terminate the Service include, without limitation: (1) you fail to maintain a Bank of America business checking account; (2) you fail to provide and update Bank of America business checking account information that enables us to collect our fees; (3) you do not have sufficient funds in your Bank of America business checking account to satisfy your obligations under the Service; (4) any information you give us is false, misleading or incomplete; or (5) you engage in conduct which, in Bank of America's judgment, interferes with the operation or use of the Service (e.g., excessive use of the Service which disrupts the use of the Service by other users).

Upon termination of the Service, you will pay all outstanding amounts owed to Bank of America. Service fees paid to Bank of America are not refundable upon termination. The "Limited Warranty, Applicable Only to the Service," "Disclaimer of Warranties Related to the Service," and "Limitation of Liability" sections of this Addendum survive the termination of the Service.

J. Sharing of Information

You acknowledge and agree that in order for Bank of America and its subcontractors to perform the Service, you may have to provide Bank of America information concerning your business, your financial accounts and your employees (the "Information"). You agree to share the Information with Bank of America as necessary for Bank of America to perform the Service. You also acknowledge and agree that from time to time Bank of America may use third party subcontractors to assist in performance of the Service and that Bank of America may share the Information with such subcontractors as Bank of America, in its sole discretion, deems necessary for the performance of the Service.

K. Changes to the Addendum

We may change this Addendum at any time. We may add new terms and conditions and we may delete or amend existing terms and conditions. We will notify you in advance of a change to this Addendum. If you do not agree with the change, you may cancel the Service. However, unless you cancel the Service, you accept and agree to the change. The current version of this Addendum supersedes all prior versions and contains the terms governing the Service.

L. Miscellaneous Terms Applicable Only to the Service

This Addendum sets forth Bank of America's entire liability and your exclusive remedy with respect to the Service, and is a complete statement of the agreement between you and Bank of America.  Bank of America’s employees are not authorized to make modifications to this Addendum, or to make any additional representations, commitments or warranties binding on Bank of America, except in a writing signed by an authorized officer of Bank of America.
If any term, warranty, condition or provision of this Addendum is found by a court of competent jurisdiction to be invalid or unenforceable, such term, warranty, or provision will be struck from this Addendum, and the balance of this Addendum will remain in full force and effect. Failure by either party to exercise any right to require performance under this Addendum will not be construed as a waiver of any subsequent right to require performance or to claim of breach of contract. Except as otherwise provided herein, the rights and remedies provided for in this Addendum are not exclusive, and both you and Bank of America retain all rights and remedies now or hereafter provided by law in addition to those provided for in this Addendum. If any court, mediation or arbitration action is brought by either Bank of America or you to enforce any provision of this Addendum, the prevailing party in such action will be entitled to recover both attorneys' fees and costs from the other party. If the parties agree to settle their claims against each other, each party will be responsible for its own attorneys' fees and costs. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Addendum is not for the benefit of any other person other than the parties hereto, and no other person shall have any right under this Addendum against Bank of America or PayCycle.

7. Full Service Payroll

For payroll customers who have accepted the Intuit terms and conditions on or after May 31, 2013, the following terms and conditions in this section 7 no longer apply to your Online Banking Agreement with us:

A. Description

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B. Permitted Uses and Restrictions on Use

To be eligible for the Service, you must have an open Bank of America business checking account, and have fewer than 150 employees. You may use the Service only for paycheck direct deposits and/or federal, state and local payroll tax payments ("Payments") and related tax filings, W-2s, and 1099s. You may not use the Service for any other purpose or for any other business or entity. The Service does not include obtaining your access to the Internet for connecting to the Service. The Service does not include furnishing paper copies of paychecks or advice on potential deductions to your employees. The Service does not include taxes not deducted as part of payroll, and does not include processing of non-state or federal tax funds withheld from employee paychecks, including but not limited to, wage garnishments, retirement account contributions, or insurance premiums. Optional special processing requests, such as changes and requests for amended returns, which are not included in the Service, may be available for an additional charge.

You can only use the Service if you maintain a Bank of America business checking account and access to your accounts through Small Business Online Banking. If you close your Bank of America business checking account that you are using for the Service, you must re-select another business checking account before you process payroll. If you have payroll transactions pending, you will be required to re-initiate them with another business checking account. If you do not have a valid Bank of America business checking account, you will either be required to open a new one or be denied access to the Service.

You agree that your Online ID and passcode have the same effect as your written signature authorizing payroll tax payments and payroll tax filings through the Service. Your use of this Service is a representation and warranty to Bank of America that you are authorized to use the Service on behalf of the business identified on the sign-up pages for the Service (including authorization to pay all fees for the Service, and to make or request electronic payments or filings on behalf of the business, if applicable) and to make on behalf of the business the representations and commitments required of the business by this Agreement and the Web Site.

C. Limited Warranty for the Service and Accuracy of Information

We provide a limited warranty to you regarding the accuracy of payroll checks and tax calculations when you use the Service, subject to the following terms and conditions. Any other transactions, services or products provided to you by Bank of America through this Addendum, or any other Agreement with Bank of America (including, but not limited to, the Online Banking Agreement or your deposit account agreements), do not enjoy this limited warranty.

THE INFORMATION YOU PROVIDE MUST BE ACCURATE AND COMPLETE. OTHERWISE THE TAX CALCULATIONS MAY BE WRONG, YOUR TAXES AND DIRECT DEPOSITS MAY NOT BE PAID, THE PAYCHECKS MAY BE INCORRECT, AND/OR WE MAY NOT BE ABLE TO PERFORM THE SERVICE CORRECTLY.

D. Disclaimer of Warranties Related to the Service

WE WILL NOT BE LIABLE IN ANY WAY IF THE SERVICE CANNOT BE PERFORMED COMPLETELY OR ACCURATELY BECAUSE OF ANYTHING NOT REASONABLY WITHIN OUR CONTROL, INCLUDING YOUR ABILITY TO TRANSMIT OR RECEIVE INFORMATION VIA THE INTERNET, AND ANY INACCURATE OR INCOMPLETE INFORMATION YOU PROVIDE TO US. IF WE MAKE A MISTAKE IN PERFORMING THE SERVICE, OUR SOLE RESPONSIBILITY WILL BE TO MAKE THE CORRECT PAYMENT OR FILE THE CORRECT REPORT, PAY ANY TAX INTEREST OR PENALTY CAUSED BY OUR MISTAKE, AND WAIVE THE NEXT MONTH'S SERVICE FEE. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE KNOW THAT THEY ARE POSSIBLE. IF THESE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE, OUR MAXIMUM LIABILITY WILL EQUAL THE FEES YOU HAVE PAID FOR THE SERVICE.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND ITS RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS. WE DO NOT WARRANT THAT THE WEB SITE, OR THE SERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT BANK OF AMERICA OR INTUIT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF THE SERVICE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

If you believe you are entitled to payment under this warranty, you must notify us as directed on the Web Site as soon as you learn of the mistake (and in no event later than 30 days after the assessment is made). You must include a copy of the government notice. By claiming payment, you authorize us to obtain and review any data files that may be in our possession or control in order to evaluate your claim. You remain responsible for paying any additional tax liability you may owe and providing assistance and additional information as reasonably requested by us. This limited warranty is for your benefit only and is not transferable, and will be null and void if you breach any terms or conditions of this Addendum or any other Agreement with Bank of America.

E. Submitting Payroll Information

You will initiate Transactions with us over the Internet through an online session with us initiated through Online Business Suite. At the end of your session we will confirm that we have received your instructions. Your Transaction will not be processed if you do not receive a confirmation before the session is over. A confirmation does not mean that your Transaction is problem-free, and if we later detect problems we may be unable to complete your Transaction. However, we will make reasonable efforts to tell you if your Transaction cannot be completed for this or any other reason, however we have no obligation to do so. Sessions taking place after certain processing deadlines may be considered to occur on the next business day. Once your online session is over you cannot change your Transaction.

F. ACH Credit/Debit Authorization

Most Transactions will go through the Automated Clearing House (the "ACH"), and you agree that your Transactions will be governed by ACH rules. You can learn more about the ACH at www.nacha.org. You warrant to us everything that we must warrant as an ACH Originator, and you accept any liability you or we may incur which is caused by your Transactions. If we tell you that an account number or other information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions. Using the Service, you authorize us to initiate electronic withdrawals from your Bank of America business checking account for all Transactions under the Service, including to fund your paycheck direct deposits and/or payroll tax payments ("Payments"), although under certain circumstances we may use wire drawdown requests or other funding methods ("Debits"). Debits will also be initiated to pay fees for the Service, for Special Processing, and for adjustments to these various amounts. Debits and Payments are generally called "Transactions" in this Agreement. You authorize us to send Transactions, electronically or by any other commercially accepted method, to the appropriate individuals, financial institutions, or taxing authorities. You also authorize and direct Bank of America to charge each Debit to Your business checking account and pay that amount to Intuit.

You are solely responsible for ensuring that, no later than 8:00 a.m. Pacific Time on the second banking day prior to a scheduled Payment date, you will have sufficient funds in your bank account to fund your Payments. Otherwise, there may be additional charges under your checking account agreement or your payroll may not be processed. Debits will be charged to your account one banking day before check date. After that no interest or earnings will accrue to you. We will hold the money until the Payments are made.

You authorize us to initiate a Debit to your bank account to collect Payments and/or pay the Service fees. You further authorize us to reinitiate, or initiate a new Debit to your bank account if any Debit is returned for insufficient funds or uncollected funds. We may establish certain security limits on Transactions we will process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them. You also authorize us to credit your account when necessary, at our sole discretion, for any refund or credit amount due to you.

If we cannot collect the amounts you owe us (amounts you owe us include fees for overdraft or returned items, payroll and tax payments, including fees paid for collection) because you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any of your other accounts with Bank of America. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon demand. In addition, we may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and avail ourselves of any other available remedy.

You agree to indemnify and hold harmless Bank of America and Intuit in connection with all ACH transactions associated with this authorization.

G. Direct Deposit Service

You represent and warrant to that (a) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (b) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, and (c) your Payments comply with the laws that apply to them. In case of any reversing entry for a paycheck direct deposit, you will tell the affected person before the entry is sent. You are responsible for maintaining employee authorizations, record retention, and any additional rules specified by the National Automated Clearing House Association.

H. Customer Agent of Third Party

If you are using the Service as the agent of your client, you warrant that you have obtained all necessary and proper authorizations from your client to act as his, her or its agent in authorizing and using the Service on your client's behalf, and accept all liability arising from using the Service as your client's agent.

I. Customer Support

We provide customer support specifically for this Service by telephone at no additional cost. The telephone number for Customer Support is 1.800.627.1071 and the hours are 8 a.m. to 10 p.m. Eastern, Monday - Friday.

J. Marketing to Your Employees

You acknowledge that Bank of America may market its products and services to your employees whose information Bank of America has received from you in order for the Service to be provided.

K. Call Monitoring

For quality assurance we may monitor or record telephone calls you make to us in connection with the Service. You must keep any payroll, tax or other records you need for reference, even though we may have information about the Transactions in our files.

L. Limitation of Liability

THIS LIMITATION OF LIABILITY SUPERSEDES THE LIABILITY LIMITATION SECTION OF THE ONLINE BANKING AGREEMENT (6.C.) ONLY WITH RESPECT TO THE SERVICE. EXCEPT TO THE EXTENT OF THE LIMITED WARRANTY DESCRIBED IN THIS SECTION 7 ("FULL SERVICE PAYROLL"), THE ENTIRE LIABILITY OF BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS FOR ANY REASON SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF SERVICE FEES PAID BY YOU TO BANK OF AMERICA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANK OF AMERICA AND ITS LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS ADDENDUM IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BANK OF AMERICA AND ITS AGENTS, LICENSORS, DISTRIBUTORS, ADVERTISERS, DEALERS AND SUPPLIERS ARE NOT LIABLE FOR ANY LOSS, ERASURE OR CORRUPTION OF OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION TRANSMITTED, PROCESSED OR STORED VIA THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

You acknowledge that if an employee of yours is paid by check through the Service, and the employee does not have a deposit account with Bank of America, the employee may be charged a fee to cash that check at a Bank of America location. You further acknowledge that some states require an employer to provide its employees with the means to obtain the full value of their paychecks. You agree that compliance with any such requirement is your responsibility and not the responsibility of Bank of America or Intuit, and you indemnify and hold harmless Bank of America and Intuit for any claim asserting a violation of such requirement.

Notwithstanding anything in this Agreement, Bank of America and Intuit have no responsibility or liability for damages or claims relating to any use of the Service other than for its intended purposes. The limitations of damages and liability set forth in this Addendum are fundamental elements of the basis of the bargain between you and us. You acknowledge and agree that we would not be able to provide the Service on an economic basis without such limitations.

M. Termination

Either you, Bank of America or Intuit may terminate the Service for any reason or no reason by giving notice in accordance with the information then on the Web Site, effective immediately. Reasons why either Bank of America or Intuit may terminate the Service include, without limitation: (1) you fail to maintain a Bank of America business checking account; (2) you fail to provide and update Bank of America business checking account information that enables us to collect our fees; (3) you do not have sufficient funds in your Bank of America business checking account to satisfy your obligations under the Service; (4) any information you give us is false, misleading or incomplete; or (5) you engage in conduct which, in Bank of America's judgment, interferes with the operation or use of the Service.

Upon termination of the Service, you will pay all outstanding amounts owed pursuant to this Addendum. Service fees paid are not refundable upon termination. The "Disclaimer of Warranties Related to the Service," and "Limitation of Liability" sections of this Addendum survive the termination of the Service.

N. Sharing of Information

You acknowledge and agree that in order for Bank of America and its subcontractors, including Intuit, to perform the Service, you may have to provide Bank of America and Intuit information concerning your business, your financial accounts and your employees (the "Information"). You agree to share the Information with us as necessary for us to perform the Service. You also acknowledge and agree that from time to time we may use third party subcontractors to assist in performance of the Service and that we may share the Information with such subcontractors as either Bank of America or Intuit, in its sole discretion, deems necessary for the performance of the Service.

O. Changes to the Addendum

We may change the terms of the Service at any time. We may add new terms and conditions and we may delete or amend existing terms and conditions. We will notify you in advance of such a change. If you do not agree with the change, you may cancel the Service. However, unless you cancel the Service, you accept and agree to the change. The current version of this Addendum supersedes all prior versions and contains the terms governing the Service.

P. Miscellaneous Terms Applicable Only to the Service

This Addendum sets forth Bank of America's and Intuit's entire liability and your exclusive remedy with respect to the Service, and is a complete statement of the agreement between you, Bank of America and Intuit. Bank of America's employees are not authorized to make modifications to this Addendum, or to make any additional representations, commitments or warranties binding on Bank of America or Intuit, except in a writing signed by an authorized officer of Bank of America and Intuit. If any term, warranty, condition or provision of this Addendum is found by a court of competent jurisdiction to be invalid or unenforceable, such term, warranty, or provision will be struck from this Addendum, and the balance of this Addendum will remain in full force and effect. Failure by any party to exercise any right to require performance under this Addendum will not be construed as a waiver of any subsequent right to require performance or to claim of breach of contract. Except as otherwise provided herein, the rights and remedies provided for in this Addendum are not exclusive, and you, Bank of America and Intuit retain all rights and remedies now or hereafter provided by law in addition to those provided for in this Addendum. If any court, mediation or arbitration action is brought by either Bank of America, Intuit, or you to enforce any provision of this Addendum, the prevailing party in such action will be entitled to recover both attorneys' fees and costs from the other parties. If the parties agree to settle their claims against each other, each party will be responsible for its own attorneys' fees and costs. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Addendum is not for the benefit of any other person other than the parties identified above, and no other person shall have any right under this Addendum against Bank of America or Intuit.

Q. Setup Services

  1. Setup Information for Intuit. You must provide Intuit with all information necessary to enable Intuit to establish payroll services (collectively "Setup Information") in one or more of the following ways.
    1. Providing Intuit (by such methods as email, fax or other electronic means as instructed by Intuit) with true, correct and complete business information (including payroll, tax and employee information), and any other payroll setup information, completed forms and other data necessary for the Setup Service;
    2. Establishing Intuit as an authorized user of your existing payroll service offering and providing Intuit with log of credentials unique to Intuit that provide limited access rights to records necessary to enable the Setup Services;
    3. We may request that you use a web-based portal to input your user name, password and any other login information for your existing online payroll service. Your information is encrypted and transmitted using secure socket layer technology, making it unreadable during transmission. We may use this information to automate the retrieval of, or to obtain Setup Information. If we store your login credentials, we will maintain and encrypt them on our firewall-protected servers.
    4. Participating in calls with your existing payroll service provider and an Intuit representative to obtain necessary Setup Information.
  2. Grant of Access Rights to Intuit. You represent that you are the legal owner of the Setup Information and that you have the authority to appoint, and hereby expressly does appoint, Intuit as your agent with limited power of attorney to access and retrieve your Setup Information on your behalf. You grant to Intuit and persons working on its behalf the rights to access and use the Setup Information in the manner set forth in this Addendum. You are responsible for ensuring that the grant of these rights to Intuit is permissible under the terms of your agreements with any third parties.
  3. Taxpayer ID Numbers. You agree and acknowledge that Intuit will not be able to complete the Setup Service for all tax jurisdictions until you have applied for and received your agency account ID(s) in connection with enrollment with the appropriate payroll taxing authority(ies) in your jurisdiction(s) ("Account ID(s)"). Intuit will assist you in applying for Account ID(s) with the appropriate taxing authorities, but the turnaround times with such authorities vary and are not within Intuit's control. The time required to get Account ID(s) may be approximately ten (10) business days or even longer in certain jurisdictions.
  4. Customer to Verify Information upon Completion of Setup Services. Intuit will take appropriate care to ensure the accuracy of its work, but cannot ensure that the source files used, information provided by other service providers or your personnel are accurate. Accordingly, Intuit will inform you when it has completed the Setup Services so that you can perform a review of the Company information. It is your responsibility to verify the accuracy of all Setup Information and confirm with Intuit that the information input by Intuit is acceptable to you before commencing the Intuit payroll services.
  5. No Legal Advice. Intuit is not providing to you, and the Setup Service provided hereunder is not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that except for the limited purpose of accessing your Setup Information, Intuit is not acting as your agent or fiduciary in connection with your use of the Setup Service.

8. Fees

We may change this schedule of fees from time to time. The revised fees will be posted on the Web Site.

Account Management

There is a monthly fee for the Online Business Suite Account Management Service of $15.00, which is waived for the first 3 calendar months enrolled.

NOTE: If Bank of America cannot collect the amounts you owe us (amounts you owe us include the Online Business Suite Account Management fee as well as fees for other services hereunder, overdraft or returned items, payroll and tax payments, including fees paid for collection) because you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any of your other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon demand. Bank of America also may discontinue the service, without additional notice, in the event we cannot collect any fee provided for in the Online Banking Service Agreement and Electronic Disclosure or this Addendum. In addition, we may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and avail ourselves of any other available remedy.

Direct Payments Service Fee Schedule

  1. 3-Business Day Delivery Fee: If you enroll in the Direct Payment service, there is an additional monthly fee of $10, which covers the first 20 3-Business Day payments scheduled for any calendar month.
  2. Next-Business Day Delivery Fee: There is a fee of $10 for each Next-Business Day payment to an individual or vendor.
  3. Same-Business Day Fee: For Same-Business Day domestic (U.S.) payments, the fee is $20.
  4. International Delivery Fee: For international payments, the fee is $30 for payments sent in foreign currency and $40 for payments sent in U.S. dollars.
  5. If you make more than 20 3-Business Day payments in a month, see chart below for your payment schedule.
  6. The $10 monthly service fee and incremental transaction fees are waived for the first 3 calendar months after enrollment in the Direct Payment service.

The Direct Payments Service is an alternative that allows you to transfer funds to individuals or vendors when delivery of funds by a specific date is critical. You may move money without a transaction fee by using Bank of America's Online Bill Pay Service. Bill Pay allows you to pay large, well-established merchant billers electronically within 1 to 3 days without charge. You may also use Bill Pay to transfer money to individuals and smaller merchants when arrival by a specified date is not required.

Total Number of 3-Business Day Direct Payments During Calendar Month Up to 20 21-25 26-30 31-35 36-40 41+ in groups of 5
Additional Fee for more than 20 3-Business Day Direct Payments $0 $2 $4 $6 $8 $2 each additional group

The total monthly fee will be charged to your primary service charge account on or about the fifth business day of the following month beginning the fifth calendar month after you've enrolled in the service.

NOTE: If Bank of America cannot collect the amounts you owe us (amounts you owe us include the Direct Payment service fee) because you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any of your other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon demand. Bank of America also may discontinue the service, without additional notice, in the event we cannot collect any fee provided for in the Online Banking Service Agreement and Electronic Disclosure or this Addendum. In addition, we may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and avail ourselves of any other available remedy.

Express Invoicing Service Fee Schedule

  1. If you enroll in the Express Invoicing service, there is an additional monthly fee of $10, which covers the first 20 invoices created in any calendar month.
  2. If you create more than 20 invoices in a calendar month, see chart below for your payment schedule.
  3. The $10 monthly service fee and incremental transaction fees are waived for the first 3 calendar months after enrollment in the Express Invoicing service.
Number of Express Invoices During Calendar Month Up to 20 21-25 26-30 31-35 36-40 41+ in groups of 5
Total Monthly Fee $10 $12 $14 $16 $18 $2 each additional group

The total monthly fee will be charged to your primary service charge account on or about the fifth business day of the following month beginning the fourth calendar month after you've enrolled in the service.

NOTE: If Bank of America cannot collect the amounts you owe us (amounts you owe us include the Express Invoicing service fee) because you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any of your other accounts with us. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon demand. Bank of America also may discontinue the service, without additional notice, in the event we cannot collect any fee provided for in the Online Banking Service Agreement and Electronic Disclosure or this Addendum. In addition, we may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and avail ourselves of any other available remedy.

For payroll customers who have accepted the Intuit terms and conditions on or after May 31, 2013, the following terms and conditions in this section 8 relating to the Easy Online Payroll Service Fee Schedule and the Full Service Payroll Fee Schedule no longer apply to your Online Banking Agreement with us:

Easy Online Payroll Service Fee Schedule

Easy Online Payroll Fees and Other Amounts Owed to Bank of America (This section supplements Section 4 of the Online Banking Agreement.)

  Monthly Payroll Service Fees Plus Basic
Up to 20 Employees … when you pay all your employees by direct deposit to a Bank of America account $36 Free
… when you do not pay all your employees by direct deposit to a Bank of America account $36 $20
Multi-state
Tax Filing
… when we provide state tax filings and payment support in a state other than your primary state $12

For every state other
than your primary business
state location
Not Available
21-150 Employees … when you pay all your employees by direct deposit to a Bank of America account $36 Free
… when you do not pay all your employees or contractors by direct deposit to a Bank of America account $36

Plus $2 per employee or contractor
in excess of 20
$20

Plus $2 per employee in excess of 20

Easy Online Payroll® monthly payroll service fees are waived during the first 3 months of enrollment. Additional fees for exceptions processing and other special services may apply during your free trial period. If there is no activity on your Easy Online Payroll account for the first 60 days after opening your account, we reserve the right to terminate your payroll service. After your 3 month free trial is over, monthly fees are automatically charged until you cancel the service. The monthly payroll service fee applies each month you are enrolled, whether or not you use the payroll service. The maximum number of active employees being paid cannot exceed 150. Billing occurs on the last banking day of the month. Additional fees for exceptions processing and other special services may apply. Pricing does not include applicable sales tax. There is a waiting period of up to 5 business days before you can use direct deposit for the first time. All direct deposits must be approved 2 banking days before each pay day, by 11pm ET. Easy Online Payroll service requires Internet access, and Internet service provider fees may apply. Not available in Washington or Idaho.

Monthly Fees: Easy Online Payroll offers two service levels, Plus and Basic. Easy Online Payroll Plus Service is $36 per month. Easy Online Payroll Basic Service is $20 per month. With the Basic Service you will receive a $20 discount in any month you pay all your employees by direct deposit to a Bank of America account. For both the Plus and Basic Services, if you pay more than 20 employees, but not all are paid by direct deposit to a Bank of America account, an additional monthly fee of $2 will be charged for each employee over 20.

Direct deposit to banks other than Bank of America is only offered in the Plus level of service. An additional monthly fee of $12 per state applies for state tax filing and payment support for each state in addition to your primary state in which you (i) have a work location, (ii) withhold taxes, or (iii) pay reportable wages (even if no tax is withheld). The monthly fee for additional states applies for each month in which you meet these criteria, whether or not you use the payroll service in that month. Multi-state tax filing is only available with the Plus level of service.

Bank of America will charge the Bank of America business checking account that you have designated on the Web Site for Bank of America's monthly payroll service fees (if any) for the level of service you select.  Bank of America will also charge your Bank of America business checking account for any sales, use or other applicable taxes based on the primary business location you have designated on the Web Site. This schedule of fees applies unless we have agreed otherwise with you.

Online Time Tracking is available for a monthly service fee, a fee that is in addition to the standard monthly Easy Online Payroll service fee. Online Time Tracking fees are waived during the first 3 months of Time Tracking enrollment. You will be charged a rate of $3.00/per employee/per month after this promotional period unless you cancel the service. This fee is charged for each employee who is set up to use Time Tracking, whether or not the employee has logged any hours. Appropriate sales taxes may also be charged where applicable. Monthly Online Time Tracking fees will be automatically charged to or deducted from the payment account you specify until you cancel the service. Billing will occur on the same day of the month as your standard Online Payroll monthly billing. You may cancel Online Time Tracking at any time by calling Easy Online Payroll at 1.888.606.4545. Terms, conditions, features, availability, pricing, fees, services and support options are subject to change.

Bank of America may change this schedule of fees from time to time. The revised fees will be posted on the Web Site. Click on Compare Services for a description of the features provided with our Basic level of service and Plus level of service.  Compare Services

Bank of America charges additional fees for exceptions processing, setup, and other special services as described below.

Fee Type When Charged Fee Amount
Service data entry set up assistance for entering employee pay history At time of request $20 per employee entered per quarter of history entered
Grant access to generate year-end forms when Service terminated during the calendar year, required to file year end returns. At time of request Basic Service = $20
Plus Service = $36
Miscellaneous Service Fee for amended tax returns At time of request $200 per amended tax return

Full Service Payroll Fee Schedule

Fee Type When Charged Fee Amount
Base Payroll Service fee Monthly $99
Additional Payroll Service fees Monthly $2
per employee
Additional Fee for Multiple State Payroll Processing Monthly $10
For every state other than your primary business state location.

Monthly fees: The Monthly Fee for the Service is $99 per month, plus $2 for each employee (or contractor). Additional multi-state payroll processing fees will apply for every state in which you have employees (or contractors), other than your primary business state location. Optional special processing requests, such as changes and requests for amended returns, which are not included in the Service, may be available for an additional charge.

The monthly fees for the Service apply each month in which you are enrolled in the Service, whether or not you use the Service. You may cancel at any time by calling 1.800.627.1071. Billing occurs on the last banking day of the month. Intuit will debit your Bank of America checking account for the payment of fees for the Service. Pricing does not include any applicable sales, use or other taxes applicable to the Service. Intuit may charge additional fees for exception processing and other special processing services, which will be disclosed to you in advance. We may change the fees for the Service from time to time. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.

If we cannot collect the amounts you owe us (amounts you owe us include fees for overdraft or returned items, payroll and tax payments, including fees paid for collection) because you do not have enough available funds in your Bank of America business checking account or any other reason, Bank of America may charge any of your other accounts with Bank of America. If you do not have enough available funds in your accounts, you must pay the amount due immediately upon demand. In addition, we may make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution and avail ourselves of any other available remedy.

9. Cancellation and Changes

You may cancel any or all of your Online Business Suite Services at any time by calling customer service at 1.866.758.5972 or writing to us at:


Bank of America
Electronic Banking Services
TX2-980-01-08
P.O. Box 655961
Dallas, TX 75265-9964


If we receive your notice by the last day of a month, you will not be charged the fee for the next month. We may cancel any or all of your Online Business Suite Services at any time for any reason and without notice, except as may be required by law.
We may change this Addendum at any time. We may add new terms and conditions and we may delete or amend existing terms and conditions. We will notify you in advance of a change to this Addendum or post it on this website. If you do not agree to the change, you may cancel your Online Business Suite services. If you do not so cancel, you accept and agree to the change.