Mobile Banking Terms of Use | BBVAyour telecommunications carrier when sending and receiving...

BBVA Mobile Banking Terms of UseAgreement

1. General Terms of Use

BBVA Mobile Banking Service allows customers to obtain certain services via a cell phone or

other handheld mobile device, or streaming device, as described below (which are individually

referred to as a “Service” and collectively as the “Mobile Banking Service”). In this BBVA

Mobile Banking Terms of Use Agreement (“Terms of Use”), “you” and “your” refer to the

Mobile Banking Service user who has enrolled in the Mobile Banking Service, and the terms

“BBVA,” “Bank”, “we” and “us” refer to BBVA USA. “Business Day” means Monday through

Friday, excluding all holidays recognized by the federal government. BBVA may assign or

delegate any or all of its rights and responsibilities under this Agreement to one or more

independent contractors or other third party service providers, and any rights or

responsibilities so assigned or delegated may be exercised or performed by either BBVA or its

service provider. Your use of the Mobile Banking Service constitutes your acceptance of these

Terms of Use.

Dispute Resolution

YOUR ATTENTION IS DRAWN TO ANY ARBITRATION AND WAIVER OF JURY TRIAL

PROVISIONS IN YOUR ACCOUNT AGREEMENT. YOUR USE OF MOBILE BANKING IS

SUBJECT TO ANY DISPUTE RESOLUTION PROVISIONS GOVERNING YOUR BBVA

MOBILE ACCOUNTS. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE

THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY

TRIAL.

Technical Requirements

In order to access the Mobile Banking Service, you must have (i) a handheld device or

streaming device that can send and receive information using the technology that supports

this Mobile Banking Service (an “Eligible Mobile Device”) and (ii) all information required to

enroll, which will be described in the BBVA Mobile Banking Application (“Mobile

Application”) at the time of enrollment. Eligible Mobile Devices necessary to obtain the

Mobile Banking Service are described on the Bank’s Web site at www.bbvausa.com/go/mo-

bile (/content/bbvacompass/en/personal/go/mobile.html) .

BBVA may update the Eligible Mobile Devices from time to time. The technical standards

required to access and use the Mobile Banking Service (the “Mobile Technical Standards”)

vary among the types of Eligible Mobile Devices and telecommunications carriers that

support the Mobile Banking Service. The Mobile Technical Standards are described on the

Bank’s Web site, and may be updated from time to time to reflect changes in the technology

that supports the Mobile Banking Service. You agree that BBVA may, from time to time,

require you to upgrade to the latest version of the Mobile Application in order to continue to

access the Mobile Banking Service. You agree that BBVA may, from time to time, require you

to upgrade to the latest version of the Mobile Application in order to continue to access the

Mobile Banking Service.

Mobile Banking Services

With the Mobile Banking Service, you may use your Eligible Mobile Device to access certain

accounts that are made available to you through, or that you request be added to, the Mobile

Application (each, a “Mobile Account”). These Terms of Use are in addition to any agreement

(including related fee schedules and disclosures) governing any BBVA Mobile Account (an

"Account Agreement"). One of your BBVA Mobile Accounts will be designated as your

"Primary Account" for Mobile Banking You may use your Eligible Mobile Device to (i) view

balances and recent transactions for each Mobile Account; (ii) make immediate, one-time

transfers of funds between certain Mobile Accounts; and (iii) access the additional services

made available to you through the Mobile Application. Mobile Application features may vary

by Eligible Mobile Device. In some cases, transfers can be made from one or more of your

BBVA Mobile Accounts to accounts of other BBVA customers. When you make a transfer to

another BBVA account that you do not own, you represent and warrant that you have all

necessary authority for any transfers you make. Additional terms and conditions may apply in

order to access certain additional services that may be available through a Mobile

Application. Your use of the Mobile Banking Service will be governed by your Account

Agreement, where applicable, these Terms of Use, and all other terms and conditions in

agreements governing accounts you have with us or services we provide to you.

Charges for Mobile Banking

We do not currently charge you any fee to register for or access the Mobile Banking Service or

to download any Mobile Application. However, you may incur charges to receive internet,

cellular or other data service on your Eligible Mobile Device. You may also incur charges from

your telecommunications carrier when sending and receiving information in connection with

your use of the Mobile Banking Service. You also agree to pay any applicable fee that is based

on your usage of a particular Service.

Designating and Managing Users

As long as your Mobile Accounts include at least one commercial BBVA Mobile Account, you

may administer use of the Mobile Banking Service through a “Primary Administrator”. The

Primary Administrator must be an individual who is authorized by resolution to serve in this

position. The Primary Administrator is entitled to:

If you desire to change the Primary Administrator, you must provide a resolution to the Bankdesignating the new Primary Administrator, and this resolution must be signed by theappropriate business officer(s).

Reporting Unauthorized Transactions or Disclosure of your

Security Codes

You are responsible for maintaining the security of your Mobile Device and any, passwords,

usernames, questions with a matching answer, and/or other types of security techniques

(”Security Codes”) you have created for the purpose of accessing the Mobile Banking

Service. For certain Services, the Bank may require you to select or create additional Security

Codes and/or use other security techniques that the Bank makes available to you. You are

Enter into these Terms of Use and any other agreements with the Bank necessary toeffectuate your subscription to the Mobile Banking Service;

L

Access each Mobile Account and perform all of the functions available in Mobile Bankingwith respect to each Mobile Account, including, but not limited to, transfers into and out ofMobile Accounts;

L

Designate one or more individuals who will be authorized to access and use yoursubscription to the Mobile Banking Service (each referred to as an "Authorized User")and one or more Authorized Users who also are entitled to administer access to and useyour subscription to the Mobile Banking Service (each referred to as an "AdditionalAdministrator");

L

Establish the scope of authority for each Authorized User and each AdditionalAdministrator with respect to your Mobile Accounts and Services; and

L

Include additional BBVA accounts for which the Primary Administrator is a signatory asMobile Accounts within your subscription to the Mobile Banking Service.

L

responsible for all transactions you initiate or authorize using the Mobile Banking Service. If

you allow any person to register a fingerprint in your Mobile Device or otherwise obtain or use

your Mobile Device or Security Codes, you will have authorized that person to access your

Mobile Accounts, and you agree that you are responsible for any transactions that person

initiates or authorizes from your Mobile Accounts and will be bound by any agreements that

person accepts or acknowledges electronically through the Mobile Banking Service. Notify us

at once if the phone number for your Mobile Device is changed or service to your Mobile

Device is terminated, or if you believe that your Mobile Device has been lost or destroyed, or if

you believe that your Security codes have been compromised, or that your Mobile Device or

any of your Mobile Accounts have been accessed or used without your authorization, or if any

periodic statement shows a transaction on a Mobile Account that you did not make, including

any unauthorized transaction made via the Mobile Banking Service. Contacting us

immediately by telephone will help you avoid responsibility for unauthorized transactions and

will help you and us reduce possible losses. Call us at: 1-800-273-1057, or write to us at:

BBVA

Online Banking Support

P.O. Box 10566

Birmingham, AL 35296

Error Resolution for Consumer Accounts

If you think your statement is wrong or if you need more information about a transaction listed

on the statement, the Bank must hear from you no later than sixty (60) days after the Bank

sent or otherwise made available to you the FIRST statement on which the problem or error

appeared. If you only request more information about a transfer, you must contact the Bank

about any suspected error related to that transfer within sixty (60) days after the Bank sends

or delivers the requested information to you.

You should give us the following information:

Tell us your name and account number(s).L

Describe the suspected error or the transfers or bill payments you are unsure about, andexplain as clearly as you can why you believe it is an error or why you need moreinformation.

L

Tell us the dollar amount of the suspected error.L

If you tell the Bank orally, the Bank may require that you send it your inquiry or question in

writing within ten (10) Business Days. The Bank will determine whether an error occurred

within ten (10) Business Days after it hears from you and will correct any error promptly. If the

Bank needs more time, however, it may take up to forty-five (45) days to investigate your

complaint or questions. If the Bank decides to do this, the Bank will provisionally credit your

account within ten (10) Business Days for the amount you think is in error, so that you will

have the use of the money during the time it takes the Bank to complete its investigation. If

the Bank asks you to put your complaint or question in writing and does not receive it within

ten (10) Business Days, the Bank may not credit your account.

For errors involving new accounts, the Bank may take up to ninety (90) days to investigate

your complaint or question. For new accounts, the Bank also may take up to twenty (20)

Business Days to credit your account for the amount you think is in error.

The Bank will tell you the results within three (3) Business Days after completing its

investigation. If the Bank decides that there was no error, the Bank will send you a written

explanation. You may ask for copies of the documents that the Bank used in its investigation.

Your Liability for Consumer Accounts

For any BBVA Mobile Account that is a consumer account, you could lose all the money that is

in your account, plus any amount available under an overdraft line of credit. You can lose no

more than $50 if you notify the Bank within two (2) Business Days of discovering any

unauthorized use of Mobile Banking or any loss, theft or unauthorized access to your Security

Codes. However, you can lose as much as $500 from any such consumer account if you do

not notify the Bank within two (2) Business Days after discovering the unauthorized use or

access and the Bank can prove that it could have prevented the unauthorized use had it been

notified. Also, notify the Bank immediately if any periodic statement shows a transaction on a

BBVA Mobile Account that you did not make. For any BBVA Mobile Account that is a

consumer account, if you do not notify the Bank within sixty (60) days after the statement

was sent or otherwise made available to you, you may not receive back any money you lost

after the sixty (60) day period if the Bank can prove that it could have prevented the

unauthorized use had it been notified. You could lose all the money in your consumer

accounts if the Bank can establish that it could have prevented those losses if you had given

notice to the Bank in time. If a good reason, such as extended travel or hospitalization,

prevents you from promptly notifying the Bank of unauthorized use of consumer accounts,

the time periods specified in this Section may be extended to reasonable periods.

Bank's Liability for Consumer Accounts

The Bank is responsible for damages you incur in connection with any of your BBVA Mobile

Accounts that is a consumer account if the damages were directly caused by the Bank's

failure to complete any transfer or bill payment you have properly requested through Mobile

Banking in accordance with these Terms of Use, the applicable Account Agreements, and

applicable law. However, the Bank will not be liable under certain circumstances, including:

if, through no fault of the Bank, you do not have enough money in the BBVA MobileAccount to complete a transaction from that account;

L

if the amount of the transfer would exceed the amount of available credit under anyoverdraft protection line of credit for the related BBVA Mobile Account;

L

if you have not properly followed instructions provided in connection with your EligibleMobile Device, if your device fails to meet the Mobile Technical Standards required toaccess and use the Mobile Banking Service, or if your Eligible Mobile Device fails ormalfunctions;

L

if you have not complied with the Bank's instructions in these Terms of Use or the MobileApplication on how to make the transfer or bill payment;

L

if the Bank has not received complete, correct, and current instructions so that the Bankcan make the requested transfer or bill payment;

L

if you do not authorize a transfer or bill payment soon enough for your payment to bereceived by the payee by the time it is due or you schedule a payment to be made after itsdue date;

L

if withdrawals from the applicable BBVA Mobile Account have been prohibited by a courtorder such as a garnishment or other legal process;

L

if your BBVA Mobile Account is frozen because of dispute about ownership;L

if your Eligible Mobile Device or the Mobile Banking Service was not working properly andyou knew about this problem when you attempted to authorize a transfer or bill payment;

L

if circumstances beyond the Bank's control prevent making a transfer or bill payment,despite reasonable precautions that the Bank has taken. Such circumstances include,without limitation, conflicts with federal or state law or regulation, acts of civil or militaryauthority, national emergencies, insurrection, war, riots, labor difficulties, natural disasters,acts of God, weather conditions, flaws in your Eligible Mobile Device, equipment failure ormalfunction, material shortage, or failure or malfunction of power, communication ortransportation;

L

if the Bank stops the transfer or bill payment because it has reason to believe that atransaction has not been properly authenticated or is fraudulent;

L

There may be other exceptions to the Bank's liability as stated in these Terms of Use and your

Account Agreements and as provided by applicable law. Except as otherwise provided by

applicable law, neither the Bank, its service providers, nor their respective affiliates shall be

liable to you or any other person under any circumstances for any direct, indirect, incidental,

consequential, special, exemplary, or punitive damages, including attorneys' fees and lost

profits (even if advised of the possibility of such damages) that arise in any way out of your

use of the Mobile Banking Service or the installation, use, or maintenance of your Eligible

Mobile Device.

Error Resolution for Commercial Accounts

You agree to act in a prompt and reasonable manner in reviewing any account statement,

notice or other communication we send to you and in reporting any error to us. You will have

acted in a prompt and reasonable manner if you notify us of any error or other exception

related to the Mobile Banking Service within thirty (30) days after we mail or email you a

statement of your account or notice that your statement is available online. When reporting

an error, you should provide us the following information:

We will investigate your claim and respond to your request in a commercially

reasonable period of time. If you phone us, we may request that you give us the

information in writing.

Your Liability for Commercial Accounts

You agree that the use of the Security Codes and other security techniques that the Bank has

established for the Mobile Banking Service constitutes a commercially reasonable security

procedure for you. You agree to be bound by all requests, communications, or other

if the Bank's failure was not intentional and resulted from a bona fide error,notwithstanding its procedures to avoid such error, except for actual damages, which, tothe extent permitted by applicable law, do not include indirect, incidental, consequential,special, exemplary or punitive damages, including attorneys' fees and lost profits, even ifadvised of the possibility of such damages.

L

Tell us your name and account number(s).L

Describe the suspected error or the transfer you are unsure about, and explain as clearlyas you can why you believe it is an error or why you need more information.

L

Tell us the dollar amount of the suspected error.L

instructions to the Bank that are initiated under your subscription to the Mobile Banking

Service and in compliance with this security procedure (including any transfer requests,

electronic payment requests, stop payment orders and, if applicable, payment orders and

requests for cancellation or amendment of payment orders for ACH entries and wire

transfers), regardless of whether or not you or any Authorized User actually authorized the

instruction. If any instruction initiated under your subscription to the Mobile Banking Service

and accepted by the Bank in compliance with this security procedure contains any error, to

the full extent allowed by law you shall be liable for, and shall indemnify the Bank against any

claims, losses and expenses the Bank may incur that arise from or relate to the erroneous

instructions. The Bank’s records demonstrating compliance with this security procedure will

be deemed conclusive proof that the payment order received by the Bank was authorized and

that you are bound by those instructions.

You agree that the Bank is entitled to rely on and deem the use of your Security Codes to gain

access to the Mobile Banking Service as your authorization for every transaction involving any

commercial BBVA Mobile Account until you have notified the Bank of any possible

unauthorized use or transactions. Neither BBVA nor its service providers or affiliates will have

any liability to you for any unauthorized bill payment or transfer made using your Security

Codes that occurs before you have notified us of possible unauthorized use and we have had a

reasonable opportunity to act on that notice. Authorization of transfer requests and bill

payment requests through the Mobile Banking Service by means of your Security Codes shall

be considered the same as your signed authorization and instruction for the Bank to perform

any and all actions relating to the requested transaction. You agree to be bound by any

transaction on any of your commercial BBVA Mobile Accounts using the Mobile Banking

Service that is initiated by means of your Security Codes and accepted by the Bank in

accordance with the security procedure outlined in these Terms of Use or disclosed to you in

the Mobile Application, regardless of whether or not you actually authorized the transaction.

You agree not to attempt to use the Mobile Banking Service to make a transfer if you have

reason to believe this Service is not functioning properly.

Limitation of Liability for Commercial Accounts

Notwithstanding any other provision in these Terms of Use, and to the fullest extent permitted

by applicable law, neither the Bank, its service providers nor any of their affiliates shall be

liable, and you release and waive any and all claims against all of them, for any and all losses,

damages or costs incurred by you or by any other person, arising from or relating to any acts

or omissions of the Bank, its service providers or their affiliates, whether under these Terms of

Use or otherwise, in connection with the Mobile Banking Service or any commercial BBVA

Mobile Account (including, but not limited to, improper calculation or processing; transfer of

funds or failure to transfer; dishonor or failure to dishonor; payment, stop payment, or failure

to pay or stop payment; processing of electronic transfer entries; or loss or delay of electronic

transfer entries, items, instruments, input data and materials during transfer to or from the

Bank) unless you prove that such losses, damages or costs resulted solely from the Bank's

bad faith or gross negligence or from breach of these Terms of Use; provided, however, to the

fullest extent permitted by applicable law, neither the Bank, its service providers nor any of

their affiliates shall be liable to you or any other person for any of the following:

Your sole remedy under these Terms of Use for any errors by the Bank in completing any

transfer or bill payment you have properly requested through the Mobile Banking Service in

accordance with these Terms of Use, the applicable Account Agreements, and applicable law

shall be limited as follows:

For any error in transferring funds from or into a commercial BBVA Mobile Account if youfail to notify us of the erroneous transfer within thirty (30) days after we deliver orotherwise make available an account statement showing the erroneous transfer;

L

For any consequential, indirect, incidental, special, exemplary, punitive or similar damages,including attorneys' fees or lost profits, even if advised of the possibility of such loss inadvance;

L

For losses, damages or costs arising from or relating to any of the circumstancesdescribed in the "Bank's Liability for Consumer Accounts" section above;

L

For any failure to make a transfer or payment when your BBVA Mobile Account is frozen orfunds are otherwise unavailable under the terms of your Account Agreement with theBank;

L

For any losses, damages or costs, relating to or in any way arising out of the use of theMobile Banking Service or the installation, use, or maintenance of your Eligible MobileDevice;

L

For any losses, damages or costs arising from or relating to your failure to maintain theconfidentiality and security of your Security Codes, any or all components of your SecurityCodes or any other information that enables any other person to gain access to your BBVAMobile Accounts or your subscription to the Mobile Banking Service; and

L

For any losses, damages or costs arising from or relating to your failure to receive noticesand other communications (including Security Codes) that the Bank has sent to yourcurrent address and/or email address shown on the Bank’s records, regardless of whetherthe address on that communication included any designation for delivery to the attentionof any particular individual.

L

The limitations on the liability of the Bank, its service providers and their affiliates provided in

these Terms of Use are in addition to, and shall not diminish, any limitations on this liability

contained in any applicable Account Agreement or any other agreement between you and the

Bank.

Exclusion of Warranties

You are granted a non-exclusive, non-licensable, non-transferable, personal, limited license to

install and use the Mobile Application only on an Eligible Mobile Device that you own or

control, solely for your personal use and as expressly permitted herein. It is solely your

responsibility to download and install any Mobile Application that is identified on the BBVA

Web site as required in order to access the Mobile Banking Service through your Eligible

Mobile Device. BBVA has no responsibility to notify you of any changes to or new releases for

any required Mobile Application.

You acknowledge that from time to time, the Mobile Banking Service may be delayed,

interrupted or unavailable for an indeterminate period of time. BBVA and its affiliates shall not

be liable for any claim arising from or related to the Mobile Banking Service arising from any

such delay, interruption or unavailability.

In no event will BBVA or its affiliates be liable for indirect, consequential or special damages,

including lost profits, arising from or related to the Mobile Banking Service, even if such

damages were reasonably foreseeable and notice was given regarding them. These limitations

will apply to all causes of action, whether arising from breach of contract, tort (including

negligence) or any other legal theory. BBVA disclaims all warranties with respect to any

Mobile Application, whether express, implied or statutory, including without limitation implied

warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy,

timeliness, and non-infringement of third party rights. You release BBVA, its service providers,

and its affiliates from all claims and damages that may arise from or relate to your use of any

If the bill payment or transfer is not made or is delayed, or if a payment or transfer is madein an erroneous amount that is less than the amount authorized by your instructions,unless otherwise required by law, the liability of the Bank, its service providers and theiraffiliates shall be limited to correcting the transfer or payment.

L

If the bill payment or transfer is made in an erroneous amount that exceeds the amountprovided in your instructions, or the Bank permits an unauthorized payment or transferafter you have provided notice and the Bank has had a reasonable time to act on yournotice, unless otherwise required by law, the liability of the Bank, its service providers andtheir affiliates shall be limited to a refund of the amount erroneously paid or transferred.

L

Mobile Applications. You agree not to reverse engineer, decompile, disassemble or attempt to

learn the source code of any Mobile Application, and you may not redistribute any Mobile

Application. All rights not expressly granted to you herein are reserved by us.

By identifying an Eligible Mobile Device for use with the Mobile Banking Service, BBVA does

not recommend, endorse or make any representation or warranty of any kind regarding the

performance or operation of such device. You are responsible for the selection of an Eligible

Mobile Device and for all issues relating to the operation, performance, and costs associated

with such device with your telecommunications carrier or internet service provider.

BBVA and its service providers have no obligation to correct any bugs, defects or errors in the

Mobile Banking Service or Mobile Applications, or to otherwise support, maintain, improve,

modify, upgrade or enhance the Mobile Banking Service or Mobile Applications. Subject to

applicable law or regulations, BBVA may terminate your use of the Mobile Banking Service

and expand, reduce or suspend the type and/or dollar amounts of transactions allowed using

the service, change the enrollment process, and/or change the transaction limits associated

with the Mobile Banking Service at any time in its sole discretion without prior notice.

Data Collection

You acknowledge and agree that BBVA may, in accordance with the BBVA Mobile Application

Privacy Policy (/content/bbvacompass/en/personal/policy/mobile-privacy-policy.html),

collect, transmit, store, and use technical, location, and login or other personal data and

related information, including but not limited to technical information about your device,

system and application software, and peripherals, and information regarding your location,

that is gathered periodically to facilitate the provision of updates to Mobile Applications and

product support, for security reasons, for marketing purposes, and for other service to you (if

any) related to, or in connection with, the Mobile Banking Service. The Mobile Application

uses the Google Places API to provide address suggestions to you. Use of the Google Places

API is subject to Google’s Terms of Service.

(https://www.google.com/intl/en/policies/terms/)

Confidentiality of Mobile Account Information

We may disclose information to third parties about your Mobile Accounts and the transfers,

bill payments and other Services you request through the Mobile Banking Service in the

following situations:

When it is necessary for completing transactions you have requested;L

For more information about our privacy and security practices, please review our Mobile

Banking Application Privacy Policy (/content/bbvacompass/en/personal/policy/mobile-

privacy-policy.html) which describes our practices for using information about consumer

Mobile Accounts, and our Online Security Statement. We may modify these documents from

time to time, and the current versions of both are available on our website.

Prohibited Uses

You agree that you will not use the Mobile Banking Service or any services related thereto

while driving. You assume all risk associated with the use of the Mobile Banking Service,

including the use of any Mobile Application. You agree that you will not use the Mobile Banking

Service or any services related thereto for any purposes prohibited by United States law; and

shall not use or otherwise export or re-export the Mobile Application(s), except as authorized

by United States law and the laws of the jurisdiction in which the Mobile Application(s) was

obtained. You hereby represent and warrant (i) you are not located in a country that is subject

to a U.S. Government embargo, or has been designated by the U.S. Government as a "terrorist

supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or

restricted parties.

Consent to Calls

When you give a telephone number directly to us, you consent and authorize us to place non-

telemarketing telephone calls to you at that number, regarding any and all accounts you have

with us, including accounts you may open in the future. You understand that such telephone

"calls" include, but are not limited to, live telephone calls, prerecorded or artificial voice

message calls, text messages, and calls made by an automatic telephone dialing system from

us or our affiliates and agents. As examples, we may place calls to you about fraud alerts,

deposit holds, and amounts you owe us (collection calls) on your accounts. We may also send

When it is necessary to activate or provide the Mobile Banking Service to you;L

In order to verify the existence and condition of your account to a third party, such as aconsumer reporting agency or other credit bureau, or a Biller;

L

In order to comply with a governmental agency or court order;L

In order to prevent or remedy fraud;L

As permitted by applicable law, andL

If you give us your written permission.L

you text messages to facilitate account transactions (e.g., delivering a one-time security code

to you). By agreeing to receive text messages from us, you are also consenting to receive a

final opt-out confirmation text message if and when you choose to opt out of a text message

service we provide to you. Calls and messages may incur charges from your wireless carrier.

You consent and authorize us to monitor, and to record, telephone conversations and other

electronic communications you have with us and with our representatives for reasonable

business purposes, including security and quality assurance. We will not remind you that we

may be monitoring or recording a call at the outset of the call unless required by law to do so.

Alerts

You may use the Mobile Banking Service to request and receive from the Bank any of the

alerts made available through this Service by making alert selections within the Mobile

Application. The Bank may add new alerts or discontinue existing alerts at any time.

According to your selections, we will send alerts to the email address or mobile number you

provide to us in Online Banking or the Mobile Application or to your mobile device via push

notification. For U.S. mobile numbers, text HELP in reply to a text message alert for help or

STOP to cancel. For international mobile numbers, text BBVA HELP for help or BBVA STOP to

cancel. Otherwise, delete your mobile number from within Online or Mobile Banking to stop

receiving text messages. Message and data rates may apply from your telecommunications

provider, and you are responsible for any such charges.

It is solely your responsibility to ensure that the email address and mobile number you provide

to the Bank are current and accurate. If information from your wireless carrier indicates to us

that the mobile number you have provided has been changed or is no longer registered to you,

we will automatically stop delivery of any alerts to that number. In that event, you must update

your mobile number in Online Banking or the Mobile Application before alerts can be delivered

to a mobile number again. Should you wish to receive alerts to your mobile phone number

after opting out of the alerts service, you must update your mobile number in Online Banking

or the Mobile Application before alerts can be delivered to a mobile number again. Your failure

to maintain current and accurate contact information with us will prevent delivery of alerts

through this Service, for which the Bank expressly disclaims any liability.

Your receipt of any alert may be delayed or prevented by your internet service provider,

telecommunications provider, or other third parties. The Bank does not guarantee either the

delivery or the accuracy of the contents of any alert. The Bank will not be liable for damages of

any kind arising from non-delivery or delayed delivery of an alert, the location to which an alert

is delivered, inaccurate content in an alert, or your use of or reliance on the contents of any

alert for any purposes. Because the balance of some Mobile Accounts is subject to change at

any time, the information provided in any alert may become quickly outdated. Alerts are not

encrypted. You acknowledge that, although the Bank may show less than the full account

number for any of your Mobile Accounts in an alert, the alert may include your name and

some information about your Mobile Accounts. Depending on where you instruct us to send

your alerts, anyone with access to your email or Eligible Mobile Device may be able to view the

contents of these alerts. If you request through this Service to be notified when an account is

closed, you acknowledge and agree that we may deliver that alert to you when your account is

closed. In the event you request that we close an account or your Mobile Banking profile, you

acknowledge and agree that we may continue to send you alerts associated with that account

or your Mobile Banking profile for a reasonable time thereafter until the closure process is

completed.

Changes to Mobile Banking Service

These Terms of Use are subject to change from time to time. For example, we may add, delete

or amend terms or services. Changes may be made immediately and without prior notice to

you except when notice is required by applicable law. When notice is required by law, we may

provide notice to you as provided below. We reserve the right, in our sole discretion, to change,

modify, add, or remove portions from the Mobile Banking Service. Any change will begin to

apply upon the effective date of the change, and will apply only to your future use of the

Mobile Banking Service. Your continued use of the Mobile Banking Service will indicate your

acceptance of any such changes to the Mobile Banking Service. BBVA reserves the right to

terminate your access to the Mobile Banking Service or any portion of it in its sole discretion,

without notice and without limitation, except as may be required by law.

Notice

Unless otherwise required by law, we may provide notice to you either by mail or

electronically. If we choose to provide the notice to you by mail, we may mail it separately or

with other information to any address on our records for you. If we choose to provide notice

electronically, we will notify you as provided in the Electronic Communications Agreement.

You accept responsibility to assure that the contact information in your Online Banking profile

is always current and accurate.

Governing Law

The validity, construction and enforcement of these Terms of Use shall be governed by the

laws of the state in which your Primary Account was opened, without regard to its conflicts of

laws, and by applicable federal laws and regulations.

2. Mobile Deposit®

Subject to the following terms and conditions (collectively, this "Section"), you may use this

Service to make deposits to any of your Mobile Accounts from home or other remote

locations by scanning checks and transmitting the images and associated deposit information

to BBVA or its designated processor.

Limitations of Service. When using the Service, you may experience technical or otherdifficulties. We cannot assume responsibility for any technical or other difficulties or anyresulting damages that you may incur. This Service has qualification requirements, and wereserve the right to change the qualifications at any time without notice. We reserve theright to change, suspend or discontinue the Service, in whole or in part, or to terminateyour use of the Service, in whole or in part, immediately and at any time without notice toyou.

L

Ineligible Items. You agree to scan and deposit only "checks" as that term is defined inFederal Reserve Regulation CC ("Reg. CC"). You agree that the image of the checktransmitted to BBVA shall be deemed an "item" within the meaning of Articles 3 and 4 ofthe Uniform Commercial Code. You agree that you will not scan and deposit any of thefollowing types of checks or other items which shall be considered ineligible items:

L

Checks payable to any person other than you.�

Checks that have been altered in any way, or that you know or suspect, or should knowor suspect, are fraudulent or otherwise not authorized by the owner of the account onwhich the check is drawn.

�

Checks payable to you jointly with one or more other persons, unless deposited into anaccount in the name of all payees.

�

Checks previously converted to a substitute check, as defined in Reg. CC.�

Checks drawn on a financial institution located outside the United States.�

Checks not payable in United States currency.�

Checks dated more than 6 months prior to the date of deposit.�

Checks or items prohibited by BBVA's current procedures relating to the Service orwhich are otherwise not acceptable under the terms of your BBVA account.

�

Checks payable on sight or payable through Drafts, as defined in Reg. CC.�

Checks with any endorsement on the back other than that specified in this agreement.�

Checks that are drawn or otherwise issued by the U.S. Treasury Department.�

Checks that have previously been submitted through the Service or through a remotedeposit capture service offered at any other financial institution, or that have otherwisebeen deposited with BBVA or any other financial institution, including checks that havebeen returned unpaid.

�

Endorsements and Procedures. You agree to endorse each check transmitted throughthe Service with the endorsement "For mobile deposit only, BBVA account #______" or anyother endorsement that may be required by BBVA. You agree to follow any and all otherprocedures and instructions for use of the Service as BBVA may establish from time totime.

L

Receipt of Items. We reserve the right to reject any item transmitted through the Service,at our discretion, without liability to you. We are not responsible for items we do notreceive, such as an image that is dropped during transmission. An item shall be deemedreceived when you receive a confirmation from BBVA that we have received the image.Receipt of this confirmation does not mean that the transmission was error free, completeor will be considered a deposit and credited to your account. We reserve the right to chargeback to your account at any time, any item that was subsequently returned to us or thatwe subsequently determine was not an eligible item. You agree that the Bank is not liablefor any loss, costs, or fees you may incur as a result of our chargeback of an ineligible item.

L

Availability of Funds. You agree that items transmitted using the Service are subject tothe following funds availability policy. In general, if an image of an item you transmitthrough the Service is received and accepted on a business day before the cutoff timedisplayed in the Mobile Application for this Service, we consider that day to be the day ofyour deposit. Otherwise, we will consider that the deposit was made on the next businessday. Funds deposited using the Service will generally be made available within five (5)business days from the day of deposit. BBVA may make such funds available sooner basedon such factors as the length and extent of your relationship with us, transaction andexperience information, and such other factors as BBVA, in its sole discretion, deemsrelevant. For the purposes of this Section, a business day is Monday through Friday,excluding all holidays recognized by the federal government. In some cases, we may decide not to make funds deposited using the Service available inaccordance with this general policy. Should this occur, a communication will be sent toyou, informing you as to when your funds will be available. For example, in the event wereceive an item transmitted through the Service where we have reason to doubt thelegitimacy or collectability of that item, we may delay the availability of funds for areasonable period of time until the item is either paid or returned. In such cases, we willnotify you of this action.

L

Disposal of Transmitted Items. You agree to retain each check that you transmit underthis Service for at least five (5) calendar days after the funds have posted to the depositaccount. Then, you agree to destroy the check, mark it "VOID", or otherwise render it

L

incapable of further transmission, deposit, or presentment. You agree that you will take allnecessary efforts to safeguard any checks until they are destroyed. During the time theretained check is available, you agree to promptly provide it to BBVA upon request.

Deposit Limits. We may establish limits on the dollar amount and/or number of items ordeposits that you may transmit using the Service, and may modify those limits from timeto time. If you attempt to initiate a deposit in excess of these limits, we may reject yourdeposit. If we permit you to make a deposit in excess of these limits, that deposit will stillbe subject to the terms of this Section, and we will not be obligated to allow such a depositat other times. You can view your limits within the BBVA Mobile Banking Application.

L

Presentment. The manner in which any item transmitted through the Service is cleared,presented for payment, and collected shall be in BBVA's sole discretion, subject to theAccount Agreement governing your Mobile Account in which the item is deposited.

L

Errors. You agree to notify BBVA of any suspected errors regarding items depositedthrough the Service right away, and in no event later than 30 days after the applicableBBVA account statement is sent. Unless you notify BBVA within 30 days, such statementregarding all deposits made through the Service shall be deemed correct, and you areprohibited from bringing a claim against BBVA for such alleged error.

L

Errors in Transmission. By using the Service you accept the risk that an item may beintercepted or misdirected during transmission. BBVA bears no liability to you or others forany such intercepted or misdirected items or information disclosed through such errors.

L

Image Quality. The image of an item transmitted to BBVA using the Service must belegible, as determined in the sole discretion of BBVA. Without limiting the foregoing, theimage quality of the items must comply with the requirements established from time totime by BBVA, ANSI, the Board of Governors of the Federal Reserve Board, or any otherregulatory agency, clearinghouse or association.

L

Your Promises and Indemnification. You promise to BBVA that:L

You will not transmit any ineligible items.�

You will not transmit duplicate items.�

You will not transmit any item if you are aware of any facts or circumstances that mayimpair the collectability of that item.

�

The digital image of the check transmitted to BBVA is a true and correct image of theoriginal paper check and has not been altered in any manner by you or any third partyacting on your behalf.

�

You have reviewed and confirmed that the image captured is identical in all respects tothe original paper check and that the amount of the check captured is accurate.

�

You agree to indemnify and hold BBVA harmless from any loss resulting from your breachof these promises.

You will not re-deposit or re-present the original item.�

All information you provide to BBVA is accurate and true.�

You will comply with this Section and all applicable rules, laws and regulations in usingthis Service.

�

Cooperation with Investigations. You agree to cooperate with us in the investigation ofunusual transactions or poor quality transmissions, and in the resolution of claims relatedto items transmitted through the Service, including by providing, upon request and withoutfurther cost, any originals or copies of items deposited through the Service in yourpossession and your records relating to such items and transmissions.

L

Enforceability. We may waive enforcement of any provision of this Section. No waiver of abreach of this Section shall constitute a waiver of any prior or subsequent breach of thisSection. Any such waiver shall not affect our rights with respect to any other transaction orto modify the terms of this Section. In the event that any provision of this Section shall bedeemed to be invalid, illegal, or unenforceable to any extent, the remainder of the Sectionshall not be impaired or otherwise affected and shall continue to be valid and enforceableto the fullest extent permitted by law.

L

Ownership & License. You agree that BBVA retains all ownership and proprietary rights inthe Service, associated content, technology, and website(s). Your use of the Service issubject to and conditioned upon your complete compliance with this Section. Withoutlimiting the effect of the foregoing, your breach of this Section immediately terminatesyour right to use the Service. Without limiting the restriction of the foregoing, you may notuse the Service (i) in any anti-competitive manner, (ii) for any purpose which would becontrary to BBVA's business interest, or (iii) to BBVA's actual or potential economicdisadvantage in any aspect. You may not copy, reproduce, distribute or create derivativeworks from the content and agree not to reverse engineer or reverse compile any of thetechnology used to provide the Service.

L

DISCLAIMER OF WARRANTIES. YOU AGREE YOUR USE OF THE SERVICES AND ALLINFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISKAND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALLWARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.WE MAKE NO WARRANTY THAT THE SERVICES (i) WILL MEET YOUR REQUIREMENTS,(ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTSTHAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, AND(iv) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED.

L

Mobile Deposit® is a registered trademark of Mitek Systems, Inc.

LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANYDIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE,DATA OR OTHER LOSSES RESULTING FROM THE USE OR THE INABILITY TO USE THESERVICES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TOTHE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF THIS SERVICES,REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT,STRICT LIABILITY OR OTHERWISE), EVEN IF BBVA HAS BEEN INFORMED OF THEPOSSIBILITY THEREOF.

L

3. Bill Pay


Service to initiate payments electronically from any Mobile Account for which this Service is

available.

Definitions:L

"Bill Pay," "Bill Pay Service" or "Service" means the bill payment service offered byBBVA, which may be provided either directly by the Bank or indirectly through theBank's service provider.

�

"Biller" means the person or entity to which you wish a bill payment to be directed. Youmay make payments only to a Biller with a United States address.

�

"Business Day" means every Monday through Friday, excluding all holidays recognizedby the federal government.

�

"Due Date" means the date on which your payment is due, as shown on your Biller'sstatement. The Due Date is not the date on or after which your payment is consideredlate.

�

"Payment Account" means the Mobile Account from which a bill payment will bedebited.

�

"Payment Instruction" means the information you provide through the Bill PayService regarding a bill payment to be made on your behalf to a Biller (such as, but notlimited to, the Biller's name, the Biller's account number, and Scheduled PaymentDate).

�

"Scheduled Payment" means a payment that has been scheduled through the Bill PayService.

�

"Scheduled Payment Date" means the date included in your Payment Instruction asthe date on which you want your Biller to receive your bill payment.

�

Bill Payment Function. You may use Bill Pay to make one-time or recurring paymentsfrom any Mobile Account that is a checking account, subject to the following restrictionsand conditions:

L

Payment Methods. The Bank reserves the right to select the method by whichScheduled Payments will be made on your behalf to your Biller. These paymentmethods may include, but are not limited to: (a) transferring funds electronically to theBiller; (b) preparing a check or a laser draft that is payable to the Biller, then sendingthis check or draft to the Biller; or (c) any other means chosen by the Bank in its solediscretion.

�

Limitations on Payment Amounts. You may not make a payment to a Biller that is inan amount greater than $250,000. The Bank reserves the right to limit the frequencyand dollar amount of transactions from your BBVA Online Accounts for securityreasons.

�

Restrictions on Billers. Occasionally a Biller may choose not to participate in Bill Pay,or may require additional information before accepting payments. We may work withthese Billers to encourage them to accept an electronic or check payment from theBank. If we are unsuccessful, or if we determine that the Biller cannot processpayments in a timely manner, we may decline future payments to this Biller. In theunlikely event that this occurs, we will promptly send you a notice. Any obligations thatyou wish to pay through Online Banking with Bill Pay must be payable in U.S. dollars toa Biller located in the United States. We reserve the right to restrict categories of Billersto whom payments may be made using this Service. The Bank is not responsible for therefusal by any Biller to accept payment made using the Bill Pay Service.

�

Prohibited Payments. You agree not to use the Bill Pay Service to make:�

Any payment on behalf of a third party,L

Any tax payment,L

Any court-ordered payment,L

Any payment to settle securities transactions,L

Any payment to a Biller located outside the United States, orL

In no event shall the Bank be liable for any claims or damages resulting from yourscheduling any of these types of payments. The Bill Pay Guarantee described below doesnot apply to these types of prohibited payments, even if the Bill Pay Service allows them tobe scheduled or made. The Bank has no obligation to research or resolve any claim relatingto or resulting from the misapplication, misposting or misdirection of these types ofpayments, and you accept full responsibility for the resolution of all such claims.

Any payment using funds that were sent to you from outside the United States if thefunds were accompanied by instructions specifying one or more payments to bemade with those funds.

L

Bank's Right to Refuse Certain Payment Requests. The Bank may refuse to honor anypayment requests that reasonably appear to the Bank to be fraudulent, unauthorized,erroneous, illegal or prohibited under this Agreement, or as otherwise permitted by law,and the Bank shall have no liability for its refusal to honor these payment requests.

L

Payment Scheduling. For each bill payment you attempt to schedule, the Bill Pay Servicewill designate the earliest possible Scheduled Payment Date for that Biller, which typicallyis four (4) or fewer Business Days from the current date. The Bill Pay Service will notpermit you to select a Scheduled Payment Date that occurs before the earliest possibleScheduled Payment Date designated for each Biller. When scheduling a bill payment, youmust select a Scheduled Payment Date that is no later than the actual Due Date reflectedon your Biller statement. If the actual Due Date falls on a non-Business Day, you mustselect a Scheduled Payment Date that is at least one (1) Business Day before the actualDue Date. Scheduled Payment Dates must be prior to any late date or grace period. Youare responsible for any late charge, finance charge, penalty or default or otherconsequence that may result from your selecting a Scheduled Payment Date later than theDue Date.

L

Your Authorization. By providing the Bill Pay Service with the name of a Biller andinformation about your account with that Biller, you authorize the Bill Pay Service tocontact the Biller about your payments made or to be made through Bill Pay. You agreethat, in order to process payments more efficiently, the Bill Pay Service may edit or alterpayment data or data formats according to the Biller's directives. By submitting PaymentInstructions through the Mobile Application, you authorize the Bill Pay Service to debityour Payment Account and remit funds on your behalf so that the funds arrive as closelyas reasonably possible to the Scheduled Payment Date.

L

Changes to Payment Account or Biller Information. Any change in the selection of yourPayment Account or the information for a Biller must be made in accordance with theinstructions in the Mobile Application . Any changes you make to Payment Account orBiller information may become effective immediately for scheduled and future payments,but will not apply to any payment that has begun processing at the time of your change.The Bank shall have no liability for any payment processing errors or any fees you mayincur if you do not provide accurate Payment Account or Biller information.

L

If there are insu�cient funds in the Payment Account to cover any Scheduled

Payment, the Bill Pay Service may either (i) make the Scheduled Payment, even if it

overdraws the Payment Account or (ii) decline to make the Scheduled Payment. In

either event, you are responsible for any non-su�cient funds or overdraft charges

authorized in the Account Agreement for the Payment Account. The Bank has no

obligation to inform you if the Bill Pay Service declines to make a Scheduled Payment

because there are insu�cient funds in the Payment Account. In this situation, you are

responsible for rescheduling the payment through the Mobile Banking Service or

making alternate arrangements. You agree that, if the Bill Pay Service is used to make

a Scheduled Payment that overdraws the Payment Account:

Insu�cient Funds in a Payment Account. You agree to submit Payment Instructionsfor a bill payment only when there are or will be su�cient funds in the PaymentAccount to cover both that payment and any other items or charges to be paid fromthe Payment Account.

L

You will reimburse the Bank or its service provider, as applicable, immediately upondemand for any funds advanced on your behalf;

L

For any amount not reimbursed within fifteen (15) days after initial demand, the Bank or itsservice provider, as applicable, may require you to pay a late charge equal to 1.5% of theamount advanced. This late charge is in addition to any non-sufficient funds or overdraftcharges imposed under the Deposit Account Agreement for the Payment Account;

L

You will reimburse us for any fees incurred in attempting to collect the amount of theadvanced funds and any late charge from you; and,

L

The Bank may report the facts concerning the return to any credit reporting agency.L

Returned Payments/Credits to Your Payment Account. You understand that paymentsmade through the Bill Pay Service may be returned for a variety of reasons, including, butnot limited to, the following: changes to a Biller's address; changes to an account number;the Bill Pay Service having been provided with incorrect information about a Biller or youraccount with a Biller; a Biller's inability to identify your account or any outstanding balanceowed on your account. The Bill Pay Service will try to correct any obvious errors that mayhave caused the payment to be returned and then to resend the corrected payment, butthe Bank shall have no liability for returned payments that were sent according to yourPayment Instructions. You also authorize the Bill Pay Service to credit your PaymentAccount for any returned Scheduled Payments and for any payments sent to you throughthe Bill Pay Service.

L

Canceling a Scheduled Payment. You may cancel or edit any Scheduled Payment(including recurring payments) that has not begun processing by following the directions

L

Electronic Bill Delivery

You may use Bill Pay to receive electronic bills from your creditors, subject to the following

terms and conditions:

within the Bill Pay Service. There is no charge for canceling or editing a ScheduledPayment that has not begun processing. Once the Bill Pay Service has begun processing aScheduled Payment, you cannot cancel or edit the Scheduled Payment, but you may beable to stop the Scheduled Payment by submitting a stop payment request.

Stop Payment Requests on Scheduled Payments. If you wish to stop a ScheduledPayment once it has begun processing, you should call the Bank at 800-273-1057 as soonas possible. The Bank also may require you to make your request in writing, as provided inthe applicable Deposit Account Agreement. The Bank's ability to stop any ScheduledPayment will depend on both the method used to make that payment and when youcontact the Bank. Some payment requests cannot be stopped once processing has begun.For Scheduled Payments that can be stopped, the Bank must receive your stop paymentrequest in sufficient time to allow the payment to be voided, which generally will be at leastthree (3) Business Days before the Scheduled Payment Date. If the Bank is unable to stopyour Scheduled Payment, it will be processed according to your original PaymentInstructions, and the Bank will have no liability for failing to stop this Scheduled Payment.The charge for each stop payment request will be the current charge provided in theapplicable Deposit Account Agreement.

L

Bill Pay Guarantee. Due to circumstances beyond the Bank's control, particularly delaysby Billers in handling and posting payments, some Scheduled Payments may take longerthan expected to be credited to your account with a Biller. You will be reimbursed up to $50for any late charges you incur for a Scheduled Payment posted after its Due Date as longas you have scheduled that payment according to the guidelines described under"Payment Scheduling" in this Agreement.

L

Activation and Authorization. To use this Service, you must access BBVA Online Bankingor the BBVA Mobile Application. When you activate the electronic bill function for anyBiller, you authorize and direct the Bank: (A) to notify the Biller of your request to receiveelectronic bills; (B) to obtain electronic bills and related billing data from that Biller on yourbehalf; and (C) to provide the information requested by the Biller about you and eachaccount for which you request electronic bills from the Biller, including without limitationyour name, address, email address and any username and/or password for that Biller. Youpromise not to activate the electronic bill function for any Biller unless you are entitled toreceive the bill requested from that Biller, and to indemnify the Bank for any damages itmay incur if you fail to keep this promise. The period of time between your request for electronic bills and your receipt of your first

L

electronic bill varies from Biller to Biller, and may take up to sixty (60) days, depending onthe Biller's billing cycle and whether you must provide any additional information to usregarding that Biller. Each Biller reserves the right to accept or deny your request toreceive electronic bills. Each Biller also will determine, in its sole discretion, whether youmay receive a paper copy of your bills in addition to your electronic bills.

Your Responsibility for Electronic Bills. It is solely your responsibility to obtain andmaintain all usernames and passwords required by any Biller, and to update or otherwisechange your personal information (such as name, address, phone numbers and emailaddresses) with any Biller from which you receive electronic bills. The Bill Pay Service isunable to make changes to this information, and you must contact a Biller directly to makeany changes. The Bank has no responsibility for the accuracy of any electronic bill. It is also solely yourresponsibility: (A) to monitor your electronic bills; (B) to contact the Biller directly if you donot receive a bill when due, if you dispute or have any questions about a bill, or if you needa copy of a previously delivered bill; and (C) to assure timely payment of all of your bills,including those for which you have requested electronic bills through the Bill Pay Service.The Bank shall have no liability if you fail to receive an electronic bill from any Biller in atimely manner, regardless of the cause for such failure.

L

Notice of Varying Amounts. If you preauthorize recurring payment of electronic bills thatvary in amount, the person you are going to pay is required to tell you, 10 days before eachpayment, when it will be made and how much it will be. The Bank will not be liable for anyloss you incur resulting from the failure of the Biller to tell you of the varying amount. Youmay choose instead to get this notice only when the payment would differ by more than acertain amount from the previous payment, or when the amount would fall outside certainlimits that you set.

L

Delivery of Electronic Bills and Notifications. In addition to delivering electronic billswithin the Bill Pay Service, the Bank, in its sole discretion, may send notification to theemail address or mobile device number associated with your subscription to the MobileApplication when a new electronic bill becomes available. It is solely your responsibility toassure that the email address or mobile device number you provided to the Bank is currentand accurate. The Bank shall have no liability if you fail to receive a notification about a newelectronic bill, regardless of the cause for such failure.

L

Cancellation of Electronic Bills. Each Biller reserves the right to cancel the delivery ofelectronic bills at any time. You may cancel electronic bill delivery through the Bill PayService for some or all Billers at any time. Although the Bill Pay Service will notify eachBiller when you cancel electronic bill delivery from that Biller, you are solely responsible tomake arrangements for an alternative form of bill delivery. The period of time betweenyour cancellation of any electronic bill and your receipt of the bill in an alternative formvaries from Biller to Biller, and may take up to sixty (60) days, depending on the Biller's

L

billing cycle. Once you have cancelled electronic bills from a Biller, we have noresponsibility to deliver any electronic bill from that Biller, including bills already in processat the time of cancellation.

4. International Transfers


Service to remit funds to a pre-designated beneficiary at one of our remittance network

members (the “Remittance Network Member” or “Beneficiary Bank”), as determined by the

Bank. “Beneficiary” means the pre-designated beneficiary you have specified in a Beneficiary

Designation Form. “Business Day” means Monday through Friday, except for federal holidays

in the United States. “Remittance” means the international electronic money transmission

made through the Service.

The Service

The Service allows you to send funds electronically from any of your BBVA Mobile Accounts

for which this Service is available to a Beneficiary for credit to the Beneficiary’s account at the

designated Remittance Network Member.

Establishing the Service

Before using the Service, you must complete a Beneficiary Designation Form for each

Beneficiary to whom you wish to remit funds.

Remittance may be initiated through the Mobile Application. All transactions are subject to

applicable federal, state and local laws and regulations of the United States and the

destination country, as well as BBVA policies.

By directing us to make a Remittance, you authorize us and our Service Provider:

● To act on your payment instructions; and ● To act as your representative or agent when following your instructions or researching anyRemittance that occurs as a result of your instructions.

You represent and warrant that you have all necessary legal right, power and authority to debit

funds from each payment account. You agree to provide documentation supporting the

source of funds remitted using the Service, if such documentation is requested by the Bank.

Sending Remittances

When completing a Beneficiary Designation Form, you must provide certain information

which may include: the name, address and, if available, the email address of your Beneficiary,

and the Remittance Network Member to which your funds should be sent, plus any additional

information that may be specified on the Beneficiary Designation Form. The full physical

address of your Beneficiary must be provided and it must be located in the country to which

your Remittance is to be sent. Post Office Box addresses are not allowed. If you provide an

incorrect account number or recipient institution identifier, or otherwise incorrectly identify

the account to which funds should be deposited, and the incorrect information results in the

funds being deposited into the wrong account, you could lose the transfer amount.

Deposit to Account

For the funds to be credited to an account, you must provide the Beneficiary’s qualifying

account number. The Beneficiary’s name you provide must be exactly as it appears on the

account records at the Remittance Network Member

You understand that when you indicate a Remittance Network Member to which your

Remittance is to be sent, that BBVA will transfer funds to the named Remittance Network

Member for credit to the account number which you have designated. We will act on your

request on the day the request is received, unless we inform you otherwise or if we require

additional information from you or your Beneficiary to enable completion of the transfer.

Insu�cient Funds in a Payment Account

You agree that you will only submit a Remittance request when there are sufficient funds in

the payment account to cover the Remittance amount plus any other items or charges to be

paid from the payment account. If there are insufficient funds in the payment account, we

have no obligation to process or transmit the Remittance. You are responsible for any non-

sufficient funds or overdraft charges authorized in the account agreement for the payment

account.

Changes to your Personal or Beneficiary Information

If you want to update or change your personal or Beneficiary information, you can do so

through the Mobile Application, Online Banking or by calling Customer Service at 1-800-273-

1057.

Security Procedure

When enrolling in Online or Mobile Banking, you were required to select or create one or more

alphanumeric passwords, usernames, questions with a matching answer, and/or other types

of security techniques ("Security Codes"). You must provide the correct Security Codes as the

Security Procedure to access and use the Service.

You agree to use the appropriate Security Procedure when initiating Remittance requests. The

purpose of the Security Procedure is to verify the authenticity of Remittance requests

delivered to us in your name and not to detect errors in the transmission or content of the

request. You represent and warrant each time you initiate a Remittance request that the

Security Procedure is a satisfactory method of verifying the authenticity of Remittance

requests. If you allow any person to obtain or to use your Security Codes, you will have

authorized that person to access your accounts, and you agree that you are responsible for

any transactions that person initiates or authorizes from your accounts and will be bound by

any agreements that person accepts or acknowledges electronically through the Service. You

agree we may act on any Remittance requests the authenticity of which we have verified

through use of the Security Procedure. If your Security Codes have been lost or stolen, please

notify us at once by calling 1-800-273-1057.

Limitation of Liability

Neither BBVA, nor any of its offices, branches, correspondents, other instrumentalities,

present and former agents, directors, officers, shareholders, employees, attorneys, insurers,

parent companies, subsidiaries, affiliates, predecessors, successors, assigns, trustees, and

Service Providers, shall be liable for any loss or damage resulting from errors or delays in the

transmission or delivery of messages, documents or instructions, or failure of transmission or

delivery thereof, or resulting from failure to locate or error identifying the named payee or

resulting from declared or undeclared war, censorship, blockade, revolution, insurrection, civil

commotion, or from any law, decree, moratorium, regulation, compulsion or control of public

authority or of domestic or foreign government, de jure or de facto or any agency thereof,

whether in connection with a Remittance or with any transfer undertaken by us for the

purpose of making available such foreign exchange as may be called for to meet a Remittance

request, all such risk being assumed by you, unless any such damage is determined to be

solely our fault or solely the fault of our agent. In the event of any non-delivery, non-payment

or underpayment, your maximum remedy against the Bank is a refund of the amount of the

principal, plus any service fee you paid. In no event shall BBVA have any liability whatsoever

for any indirect, incidental, consequential, punitive or special damages for any reasons

whatsoever, even if advised of the possibility of such damages. We will not be responsible for

the acts or omissions of any other persons or entity, including but not limited to any

processor, any country’s central bank, or any other financial institution and no such person or

entity will be deemed our agent. We will not be liable for and will be excused from any failure or

delay in performing our obligations for the Service if such failure or delay is caused by

circumstances beyond our control, including any natural disaster (such as earthquakes or

floods), emergency conditions (such as war, riot, fire, theft or labor dispute), civil unrest, legal

constraint or governmental action or inaction, breakdown or failure of equipment, breakdown

of any communication or transmission facility, or your act, omission, negligence or fault.

Terms and Fees of Receiving Remittance Network Member

For Remittance credited to an account, your Beneficiary must open and maintain a qualifying

deposit account with the Remittance Network Member. This account is subject to the terms

and fees, as amended from time to time, applicable to the account as determined by the

Remittance Network Member. BBVA is not responsible for payment of any fees, charges or

taxes imposed by a Remittance Network Member or by the government or any taxing

authority of the destination Country.

Some countries have restrictions that prohibit or limit minors from performing certain

financial transactions. Before naming a minor as beneficiary of a remittance payment, it is

your responsibility to ensure the individual has legal capacity to receive funds remitted to the

designated Remittance Network Member.

Fees

BBVA will charge you a transfer fee for the use of the Service. Please see your Remittance

Receipt for the amount of the transfer fee and/or taxes charged for a particular transaction.

The transfer fee is subject to change without prior notice. You may consult the fee schedule in

these Terms of Use or call Customer Service at 1-800-273-1057 for the current amount of the

transfer fee. As more fully described below, BBVA may also obtain a monetary gain from the

foreign exchange conversion of some transactions represented by the difference in the retail

exchange rate and the wholesale exchange rate at which BBVA purchases the foreign

currency.

Transaction Limits

There are limits on the amount of money you can send through the Service. Such limits may

include, but are not limited to, minimum and maximum per transfer limits, aggregate daily

limits, and aggregate 30-day limits. We may adjust the limits from time-to-time in our sole

discretion. The applicable limits may be displayed to you in the Mobile Application when using

the Service.

Some Remittance Network Members may have additional limits on the amount any one

beneficiary can receive from any source or combination of sources during a specified time

frame. We are not responsible where your remittance is rejected by the Remittance Network

Member because it would exceed one or more of the limits imposed by the Remittance

Network Member on amounts that can be received by the beneficiary. You may call Customer

Service at 1-800-273-1057 for current Beneficiary limits by Remittance Network Members.

These limits are subject to change from time to time at the discretion of the Remittance

Network Members and without prior notice.

Rejection of Remittance Requests

We may reject any Remittance request that exceeds the applicable limit, or for any other

reason at our sole discretion. Any notice of rejection (whether given orally, electronically or in

writing) is effective when given. We are not liable to you for the rejection or obligated to pay

you interest for the period before you receive the notice of rejection.

Funds Conversion to Remittance Currency

For non-U.S. Dollar Remittance, the amount to be sent to your Beneficiary will be converted

from U.S. Dollars to the Remittance currency at a rate determined by BBVA to arrive at the

Remittance currency amount. We will transfer to the Remittance Network Member the

Remittance currency amount, and are not responsible for payment of any fees, charges or

taxes imposed by the Remittance Network Member. The foreign exchange rate used to

convert customer funds to a Remittance currency other than U.S. Dollars is a retail exchange

rate. We obtain the foreign currency for these transactions at a wholesale exchange rate that

fluctuates frequently, but may approximate the wholesale exchange rate listed for such

currency in newspaper and online information services. Any conversion difference between

the retail exchange rate and the applicable wholesale exchange rate will be retained by BBVA

as revenue along with any service fees. For the current foreign exchange rate, contact

Customer Service at 1-800-273-1057.

Whether in connection with the actual Remittance or in connection with any transfer

undertaken by us for the purpose of making available such foreign exchange as may be called

for to meet a Remittance request, all such risks are assumed by you, unless any such loss or

damage is determined to be our fault, and then only to the extent of the amount of U.S. funds

transmitted as of the date of transmission, plus any service fees paid by you as a part of this

transaction.

Cancellation

Unless the funds have already been picked up or deposited, you have the right to cancel a

Remittance transfer within thirty (30) minutes of payment and obtain a refund of all funds

paid to us, including any fees. You may have a longer period of time to cancel; in such cases,

we may make a reasonable effort to act on your request, but we are not liable to you if for any

reason the Remittance is not cancelled. You may request cancellation through the Mobile

Application and Online Banking. You may also contact us at 1-800-273-1057 to request

cancellation. When you contact us, you must provide us with information to help us identify

the Remittance you wish to cancel, including the amount and location where the funds were

sent. If a Remittance is cancelled, we will refund any amounts owed to you within three (3)

business days after we received your request to cancel.

Customer Service Inquiries

For inquiries or error resolution, you can submit an inquiry in the Mobile Application or call

Customer Service at 1-800-273-1057.

If you think there has been an error or problem with your remittance transfer:

● Write us at: BBVA, Online Banking Support, P.O. Box 10566, Birmingham, Alabama35296; or

● Call us at: 1-800-273-1057

You must contact us within 180 days of the date we promised to you that funds would be

made available to the recipient. When you do, please tell us:

We will determine whether an error occurred within ninety (90) days after you contact us and

we will correct any error promptly. We will tell you the results within three (3) business days

after completing our investigation. If we decide that there was no error, we will send you a

written explanation. You may ask for copies of any documents we used in our investigation.

1. Your name and address;

2. The error or problem with the transfer, and why you believe it is an error or problem;

3. The name of the recipient and, if you know it, the recipient’s telephone number oraddress;

4. The dollar amount of the transfer; and

5. The confirmation code or number of the transaction.

Termination

We may terminate the Service and/or your access to the Service anytime and for any reason,

without notice. Any Remittance we have already processed before the termination date will be

completed. You are responsible for any Remittance initiated by you prior to termination.

Termination will not affect your liability or obligations under this Agreement for Remittance we

have processed on your behalf.

5. Payments to Credit Lines


Service to make payments on your BBVA credit card account, your BBVA home equity line of

credit account, or any other BBVA loan or line of credit for which we make this Service

available. Payments through this Service will be made using funds debited from a Mobile

Account for which this Service is available through the system described below.

Definitions:

"Credit Line Account" means your BBVA credit card account, your BBVA home equityline of credit account, or any other BBVA loan or line of credit for which we make thisService available.

L

"Service" means this payment service offered by BBVA, which may be provided eitherdirectly by the Bank or indirectly through the Bank's service provider.

L

"Business Day" means every Monday through Friday, excluding all holidays recognized bythe federal government.

L

"Due Date" means the date on which the payment on your Credit Line Account is due, asshown on the statement for your Credit Line Account. The Due Date is not the date on orafter which this payment is considered late.

L

"Credit Line Payment Account" means your Mobile Account from which the payment foryour Credit Line Account will be debited.

L

"Credit Line Payment Account Information" means the account number and routingnumber for each Credit Line Payment Account.

L

"Payment Instruction" means the information you provide through the Service regardinga payment to be made on your Credit Line Account by debiting your Credit Line PaymentAccount (such as, the payment amount, the Scheduled Payment Date, and yourdesignation of the Credit Line Payment Account to be used for that payment).

L

Terms and Conditions:

We may offer you the option to use the Service to make one-time or recurring payments on

your Credit Line Account using funds debited from your Credit Line Payment Account, subject

to the following restrictions and conditions:

"Scheduled Payment" means a payment that has been scheduled through the Service.L

"Scheduled Payment Date" means the date included in your Payment Instruction as thedate on which you want your Credit Line Account to be paid.

L

Limitations on Payment Amounts. The Bank reserves the right to limit the frequencyand dollar amount of payments on your Credit Line Account.

L

Bank's Right to Refuse Certain Payment Requests. The Bank may refuse to honor anypayment requests that reasonably appear to the Bank to be fraudulent, unauthorized,erroneous, illegal or prohibited under these Terms of Use, or as otherwise permitted bylaw, and the Bank shall have no liability for its refusal to honor these payment requests.

L

Payment Scheduling. If we receive your Payment Instructions on a Business Day beforethe cutoff time displayed in the Mobile Application for this Service (the "Cuto� Time"),your payment will be credited as of that day. If we receive Payment Instructions for asame-day payment after the Cutoff Time on a Business Day or on a day that is not aBusiness Day, then your payment will be credited as of the next Business Day. Future-dated payments will be credited as of the Scheduled Payment Date if that day is aBusiness Day or, if the Scheduled Payment Date is not a Business Day, as of the firstBusiness Day following the Scheduled Payment Date. It is your responsibility to submityour Payment Instructions far enough in advance to assure that we have sufficient time toreceive and process your Payment Instructions by your Scheduled Payment Date. You areresponsible for any late charge, finance charge, penalty or default or other consequencethat may result from your submitting Payment Instructions after the Cutoff Time or on aon a day that is not a Business Day. Please Note: The posting date of the payment may bedifferent than the crediting date.

L

Your Authorization. By submitting Payment Instructions through the Service, youauthorize and direct this Service to debit your Credit Line Payment Account according toyour Payment Instructions and to apply the debited funds as a credit to your Credit LineAccount. You represent and warrant that you are a named owner of each Credit LinePayment Account, you have all necessary legal right, power and authority to debit fundsfrom each Credit Line Payment Account, and each Credit Line Payment Account is locatedin the United States.

L

Indemnification. You agree to defend, indemnify and hold harmless us and our Affiliatesand Service Providers and the officers, directors, agents, employees, representatives, andcontractors of each of these, from any loss or damage (including attorneys fees) incurredin connection with any claim or demand by any third party that arises from or relates toyour breach of this Section and/or your use of this Service.

L

Reliance on Your Payment Instructions. You understand and agree that we will not verifythe terms of any Payment Instructions you submit through this Service. You are solelyresponsible for the accuracy and completeness of all information provided to us abouteach Scheduled Payment, including without limitation your Credit Line Payment AccountInformation. You authorize us to process each Scheduled Payment in accordance withyour Payment Instructions, and agree that we shall have no responsibility for anyerroneous information you provide and no liability for any losses you may suffer that arisefrom or relate to any erroneous information you provide in connection with any ScheduledPayment. If your right to debit a Scheduled Payment from a Credit Line Payment Accountis disputed for any reason, any payment applied to your Credit Line Account may bereversed without notice to you.

L

Changes to Credit Line Payment Account. Any change in the selection of your CreditLine Payment Account must be made according to the instructions provided through theService. Any changes you make to a Credit Line Payment Account may become effectiveimmediately for scheduled and future payments, but will not apply to any payment thathas begun processing at the time of your change. The Bank shall have no liability for anypayment processing errors or any fees you may incur if you do not provide accurateinformation about the Credit Line Payment Account.

L

Returned Debits. You understand that the debits to be made from your Credit LinePayment Account may be returned unpaid for a variety of reasons, including, but notlimited to insufficient funds in the Credit Line Payment Account, and your failure to providecorrect information to the Service about your Credit Line Payment Account. The Servicehas the right but not the obligation to correct any obvious errors you may have made inidentifying the Credit Line Payment Account, and then to resend the corrected debit. TheBank shall have no liability for any returned debits that were sent according to yourPayment Instructions, and you accept full responsibility for any fees you may becharged to your Credit Line Account or your Credit Line Payment Account inconnection with the return of any such debit.

L

Stopping a Scheduled Payment. You may stop or edit any Scheduled Payment(including recurring payments) that has not begun processing by following the directionswithin the Service. There is no charge for stopping or editing a Scheduled Payment thathas not begun processing. Once the Service has begun processing a Scheduled Payment,you cannot stop or edit the Scheduled Payment.

L

6. Popmoney®


Service to send and receive payments from any Mobile Account for which this Service is

available through the system described below.

Definitions:


"ACH Network" means the funds transfer system, governed by the NACHA Rules, thatprovides funds transfer services to participating financial institutions.

L

"A�liates" refer to companies related by common ownership or control.L

"Payment Instruction" is the information provided for a payment to be made under theService, which may be further defined and described below in connection with a specificService (such as, but not limited to, name, telephone number, and email address).

L

"Payment Network" means a debit or credit network (such as the ACH Network or ACCEL/ Exchange payment network) through which funds may be transferred.

L

"Popmoney," or "Service" means the person-to-person payment service offered byBBVA, which may be provided either directly by the Bank or indirectly through the Bank'sService Provider.

L

"Receiver" is a person or business entity that is sent a Payment Instruction through thisService.

L

"Sender" is a person or business entity that sends a Payment Instruction through thisService.

L

"Service Provider" means companies that we have engaged (and their Affiliates) torender some or all of this Service to you on our behalf.

L

"Transaction Account" is the transaction account that is eligible for the Service fromwhich a Sender's payments will be debited, Service fees, if any will be automaticallydebited, or to which payments and credits owed to a Sender or Receiver will be credited.For any payment you send using this Service, the Transaction Account must be a BBVAMobile Account.

L

"SMS" refers to the "short message service" or text messages that may be transmittedover mobile phones.

L

Eligibility For This Service. The Service is offered only to individual residents of theUnited States who can form legally binding contracts under applicable law. Withoutlimiting the foregoing, the Service is not offered to minors unless the minor is using aTransaction Account in the name of the minor with a parent or guardian as a co-signor orguarantor. By using the Service, you represent that you meet these requirements and thatyou agree to be bound by this Section.

L

Service Providers. We may offer this Service through one or more "Service Providers"that we have engaged to render some or all of the Service on our behalf. However,notwithstanding that we have engaged such a Service Provider to render some or all of theService to you, we are the sole party liable to you for completion of any payments ortransfers conducted using the Service and we are solely responsible to you to the extentany liability attaches in connection with any failure to transmit money through the Service.You agree that we have the right under this Section to delegate to Service Providers all ofthe rights and performance obligations that we have under this Section, and that theService Providers will be third party beneficiaries of this Section and will be entitled to allthe rights and protections that this Section provides to us.

L

Using This Service. This Service enables you: (1) to initiate a Payment Instruction fromyour Transaction Account to an account at a U.S. financial institution; and/or (2) to receivea payment from another person into a Transaction Account, in U.S. dollars (or in gift cardvalue, if applicable). Although the ACH Network is often used to execute PaymentInstructions for this Service, other Payment Networks may be used to facilitate theexecution and transmission of Payment Instructions. All payment transactions madethrough this Service are subject to the terms of this Section and applicable laws andregulations, in each case as in effect from time to time. Any payment transactions youreceive through this Service also are subject to the terms of this Section and applicablelaws and regulations, in each case as in effect from time to time. In some instances, receiptof payments may be made through www.Popmoney.com (the "Popmoney Website") andif you choose to initiate or receive a payment at the Popmoney Website you acknowledgeand agree that you shall be subject to the terms of other agreements, including, but notlimited to, the "terms of use" for the Popmoney Website and applicable laws andregulations, in each case as in effect from time to time.

L

Text Messages, Calls and/or Emails to You. By providing us with a telephone number(including a wireless/cellular, mobile telephone number and/or email address), youconsent to receiving calls, text messages, and emails from us, our Service Providers, andthe Popmoney Service at that number and/or e-mail address for our everyday businesspurposes (including identify verification). You acknowledge and agree that such telephone"calls" include, but are not limited to, live telephone calls, prerecorded or artificial voicemessage calls, text messages, and calls made by an automatic telephone dialing systemfrom us or our affiliates and agents. Message and Data Rates May Apply. If you havequestions about the Service, you may send a text message with the word "HELP" to thisnumber: 767666. To stop receiving text messages on your mobile phone, text "STOP" to

L

this number: 767666. By agreeing to receive text messages through the Service, you arealso consenting to receive a final confirmation text message if and when you choose to optout of receiving text messages through the Service.

Viewing Receipts and Transaction History. You may view your recent transactionsthrough this Service within the Mobile Application or by logging into Online Banking andlooking at the history for your Transaction Account. You agree to receive receipts of thesetransactions by this method instead of receiving receipts by mail, and also to review yourtransactions to identify any unauthorized or unclaimed payments.

L

Initiation of Payment Instructions. With this Service, you may initiate a one-timePayment Instruction to a Receiver for which processing shall be initiated immediately.Payment Instructions initiated to Receivers are processed in two ways. You can provide allof the information about the Receiver, including his/her Transaction Account, necessary tocomplete a transfer of funds. Alternatively, you can provide contact information about theReceiver (including an email address and/or mobile telephone number) and the PopmoneyService may contact the Receiver and request that the Receiver (i) provide information sothat we may validate the identity of the Receiver at the Popmoney Website for this Service,and then (ii) provide eligible Transaction Account information in order to complete thePayment Instruction (a "Two-Step Transfer"). If the Receiver maintains a TransactionAccount with a financial institution that participates in or offers the Popmoney Service, theReceiver may access the Popmoney Service at his or her financial institution's website ormobile application to complete the Payment Instruction and receive the payment. You understand and agree that when you initiate a Payment Instruction from a TransactionAccount using this Service, the processing of the Payment Instruction will begin and thedebiting of your Transaction Account will occur as early as the day of such initiation.However, the payment funds will be transferred into the Receiver's Transaction Account noearlier than the next Business Day after you initiated the Payment Instruction. If yourequest a one-time Payment Instruction to be initiated on a specified date or a recurringseries of Payment Instructions to be initiated on specified dates, then the processing ofthe Payment Instruction will begin on the specified date and the debiting of yourTransaction Account will occur as early as the specified date(s). However, the paymentfunds will be transferred into the Receiver's eligible Transaction Account no earlier than thenext Business Day following the specified date. In addition, in the case of all Two-StepTransfers, the deposit of the payment funds into the Receiver's Transaction Account (evenif already debited or withdrawn from your Transaction Account), or receipt of a gift card, ifapplicable, may be delayed if the Receiver has not provided the Service with certainrequired information such as his or her Transaction Account information, or, in the case ofa gift card, if applicable, a valid U.S. street address for gift cards that are physicallydelivered. The Mobile Application and Popmoney Website may contain additionalinformation regarding the delivery of a payment to a Transaction Account or the delivery ofa gift card, if applicable.

L

You acknowledge and agree that we will begin to process the requested transfer of fundsonce the Receiver has provided (or we otherwise obtain) all required information, and youhereby authorize and direct us to retain such funds until the earlier of such time as theReceiver has provided (or we otherwise obtain) all required information or ten (10)Business Days. You further acknowledge and agree that our receipt of money to betransmitted to a Receiver shall not be deemed to have occurred and our obligation tocomplete a Payment Instruction shall not begin until such time as the Receiver provides uswith (or we otherwise obtain) all required information necessary to process the relatedPayment Instruction in accordance with this Section. Any cancellation of a PaymentInstruction prior to the Receiver providing us with such information shall be subject to the"Payment Cancellation, Stop Payment Requests and Refused Payments" provisions belowin this Section.

Prohibited Payments. The following types of payments are prohibited through theService, and we have the right but not the obligation to monitor for, block, cancel and/orreverse such payments:

L

Payments to or from persons or entities located in prohibited territories (including anyterritory outside of the United States); and

�

Payments that violate any law, statute, ordinance or regulation; and�

Payments that violate the terms in the "Acceptable Use" provision below in this Section;and

�

Payments related to: (i) tobacco products, (ii) prescription drugs and devices; (iii)narcotics, steroids, controlled substances or other products that present a risk toconsumer safety; (iv) drug paraphernalia; (v) ammunition, firearms, or firearm parts orrelated accessories; (vi) weapons or knives regulated under applicable law; (vii) goodsor services that encourage, promote, facilitate or instruct others to engage in illegalactivity; (viii) goods or services that are sexually oriented; (ix) goods or services thatpromote hate, violence, racial intolerance, or the financial exploitation of a crime; (x)goods or services that defame, abuse, harass or threaten others; (xi) goods or servicesthat include any language or images that are bigoted, hateful, racially offensive, vulgar,obscene, indecent or discourteous; (xii) goods or services that advertise or sell to, orsolicit others; (xiii) goods or services that infringe or violate any copyright, trademark,right of publicity or privacy or any other proprietary right under the laws of anyjurisdiction; and

�

Payments related to gambling, gaming and/or any other activity with an entry fee and aprize, including, but not limited to casino games, sports betting, horse or dog racing,lottery tickets, other ventures that facilitate gambling, games of skill (whether or not itis legally defined as a lottery) and sweepstakes; and

�

In addition to the above-referenced prohibited payments, we may also block and/orreverse payments that involve donations or payments to an unauthorized charity or non-profit organization, unless we have performed appropriate due diligence on andinvestigation of such charity or non-profit organization and have determined its legitimacy,in our sole discretion. In no event shall we or our Service Providers be liable for any claimsor damages resulting from your scheduling of prohibited payments. We have no obligationto research or resolve any claim resulting from a prohibited payment. All research andresolution for any misapplied, mis-posted or misdirected prohibited payments will be yoursole responsibility and not ours. We encourage you to provide notice to us by the methodsdescribed in Section 1 of these Terms of Use of any violations of this Section or the Termsof Use generally.

Payments relating to transactions that (i) support pyramid or ponzi schemes, matrixprograms, other "get rich quick" schemes or multi-level marketing programs; (ii) areassociated with purchases of real property, annuities or lottery contracts, lay-awaysystems, off-shore banking or transactions to finance or refinance debts funded by acredit card; (iii) are for the sale of items before the seller has control or possession ofthe item; (iv) constitute money-laundering or terrorist financing; (v) are associated withthe following "money service business" activities: the sale of traveler's checks or moneyorders, currency dealers or exchanges or check cashing; or (vi) provide credit repair ordebt settlement services; and

�

Tax payments and court ordered payments.�

Acceptable Use. You agree that you are independently responsible for complying with allapplicable laws in all of your activities related to your use of the Service, regardless of thepurpose of the use, and for all communications you send through the Service. We and ourService Providers have the right but not the obligation to monitor and removecommunications or content that we find in our sole discretion to be objectionable in anyway. In addition, you are prohibited from using the Service for communications oractivities that: (i) violate any law, statute, ordinance or regulation; (ii) promote hate,violence, racial intolerance, or the financial exploitation of a crime; (iii) defame, abuse,harass or threaten others; (iv) include any language or images that are bigoted, hateful,racially offensive, vulgar, obscene, indecent or discourteous; (v) infringe or violate anycopyright, trademark, right of publicity or privacy or any other proprietary right under thelaws of any jurisdiction; (vi) impose an unreasonable or disproportionately large load onour infrastructure; (vii) facilitate any viruses, trojan horses, worms or other computerprogramming routines that may damage, detrimentally interfere with, surreptitiouslyintercept or expropriate any system, data or information; (viii) constitute use of any robot,spider, other automatic device, or manual process to monitor or copy the Service or theportion of the Mobile Application through which the Service is offered without our priorwritten permission; (ix) constitute use of any device, software or routine to bypasstechnology protecting the Mobile Application or Service, or interfere or attempt tointerfere with the Mobile Application or the Service; or (x) may cause us or our ServiceProviders to lose any of the services from our internet service providers, payment

L

processors, or other vendors. We encourage you to provide notice to us by the methodsdescribed in Section 1 of these Terms of Use of any violations of this Section or the Termsof Use generally.

Remedies. If we have reason to believe that you have engaged in any of the prohibited orunauthorized activities described in this Section or have otherwise breached yourobligations under this Section, we may terminate, suspend or limit your access to or use ofthe Mobile Application or the Service; notify law enforcement, regulatory authorities,impacted third parties, and others as we deem appropriate; refuse to provide our servicesto you in the future; and/or take legal action against you. In addition, we, in our solediscretion, reserve the right to terminate this Section, access to the Mobile Applicationand/or use of the Service for any reason or no reason and at any time. The remediescontained in this section are cumulative and are in addition to the other rights andremedies available to us under this Section, by law or otherwise.

L

Payment Authorization and Payment Remittance.L

By providing us with names, telephone numbers, email addresses and/or bank accountinformation of Receivers to whom you wish to direct payments, you authorize us tofollow the Payment Instructions that we receive through the Service. Once registeredfor this Service, you authorize us to credit your Transaction Account for paymentsremitted to you on behalf of a Sender without further approval from you. Youacknowledge and agree that when you submit a Payment Instruction using a Receiver'smobile phone number you will cause a text message to be delivered to that mobilenumber. By using this Service, you represent and warrant that you have all necessaryauthority and permission to send text messages to the Recipient's mobile phonenumber provided in your Payment Instruction. You will indemnify, defend, and holdharmless and release BBVA and its Affiliates, Service Providers, and their employeesfrom and against any claims, actions and other proceedings arising out of or relating toa Recipient's receipt of a text message pursuant to your Payment Instruction.

�

When we receive a Payment Instruction from you, you authorize us to debit yourTransaction Account for the amount of any such Payment Instruction plus any relatedfees in effect (and as disclosed in the Mobile Application) at the time you initiate thePayment Instruction, and to remit funds on your behalf. You acknowledge and agreethat any applicable fees will be charged when we receive a Payment Instruction fromyou, regardless of whether the Payment Instruction is ultimately completed. Youacknowledge and agree that, for any payment you make through this Service, thepayment notice provided to the Receiver may show that the payment was sent throughBBVA. You also authorize us to credit your Transaction Account for the receipt ofpayments, including, but not limited, to those payments returned to us from Receiversto whom you sent payment(s) and those payments that were cancelled and returned toyou because the processing of the Payment Instruction could not be completed.

�

You acknowledge and agree that if your Payment Instructions identify an account byname and account number, the relevant financial institution may execute thosePayment Instructions by reference to the account number only, even if such accountnumber does not correspond to the account name. You further acknowledge and agreethat financial institutions holding the account may choose to not investigatediscrepancies between account names and account numbers and that we have noresponsibility to investigate discrepancies between account names and accountnumbers.

�

Receivers of payments who are not already registered for the Service will be invited toregister. Once you register as a Receiver, you authorize us to credit your TransactionAccount for payments remitted to you on behalf of a Sender without further approvalfrom you. You agree that we will not be liable in any way for any payments that you mayreceive, regardless of whether you authorized the Sender to send them to you. If you donot register, then funds will not be transferred to you from any Sender, and thepayment transaction will be cancelled.

�

We will use reasonable efforts to complete all your Payment Instructions properly.However, we shall incur no liability if we are unable to complete any transactionbecause of the existence of any one or more of the following circumstances:

�

If, through no fault of ours, the Transaction Account does not contain sufficientfunds to complete the Payment Instruction or the Payment Instruction wouldexceed the credit limit of your overdraft account;

L

The Service is not working properly and you know or have been advised by us aboutthe malfunction before you execute the Payment Instruction;

L

The payment is refused as described in the "Payment Cancellation, Stop PaymentRequests and Refused Payments" provision below in this Section;

L

You have not provided us with the correct information, including, but not limited to,the correct Payment Instructions or Transaction Account information, or the correctname and email address or mobile phone number of the Receiver to whom you areinitiating a Payment Instruction; and/or

L

Circumstances beyond our control (such as, but not limited to, fire, flood, networkor system down time, issues with the financial institution, or interference from anoutside force) prevent the proper execution of the Payment Instruction.

L

It is the responsibility of the Sender and Receiver to ensure the accuracy of anyinformation that they enter into the Service (including, but not limited to, the PaymentInstructions and name, telephone number and/or email address for the Receiver towhom you are attempting to send a payment), and for informing us as soon as possibleif they become aware that this information is inaccurate. We are not responsible for any

�

payment processing errors or fees incurred if you do not provide accurate TransactionAccount, Payment Instructions or contact information. We do not guarantee theidentity of any user of the Service, including but not limited to any Receiver to whomyou send a payment. Neither a Sender nor Receiver may use a P.O. Box as a postaladdress in connection with this Service. We will make a reasonable effort to stop orrecover a payment made to the wrong person or entity once informed, but we do notguarantee such stoppage or recovery and will bear no responsibility or liability fordamages resulting from incorrect information entered by the Sender or Receiver.

You agree to submit Payment Instructions for a payment only when there are or will besufficient funds in the Transaction Account on the scheduled payment date to coverboth that payment and any other items or charges to be paid from the TransactionAccount. We shall incur no liability if we are unable to complete any payments initiatedby you if, through no fault of ours, the Transaction Account does not contain sufficientfunds to complete the transaction or the transaction would exceed the credit limit ofany overdraft account that may be available to you.

�

Receiving Payments. If another person wants to initiate a Payment Instruction using theService to a Transaction Account you hold, he or she can do that from the MobileApplication or from a Transaction Account at a financial institution that participates in thePopmoney Service or at the Popmoney Website. Or, as applicable, if another person wantsto send you a gift card using the Service, he or she can do that from a Transaction Accountat a financial institution that participates in the Service and makes available the purchaseof gift cards through the Service. You understand and agree that there may be a delay between the time you are notified ofthe pending Payment Instruction and the deposit of the payment funds into yourTransaction Account, and you may be required to take additional steps to facilitate thedeposit of the payment of funds into your Transaction Account. You authorize the Sender,the financial institution which holds the Sender's Transaction Account and us (includingthrough the Mobile Application) to send emails to you and text messages to your mobilephone in connection with the Sender's initiation of Payment Instructions to you, and, as aReceiver, you may also receive gift cards or Popmoney Requests, each as applicable, fromothers through the Service. You acknowledge and agree that in the event that funds are transferred into yourTransaction Account as a result of a Payment Instruction and it is determined that suchtransfer was improper because it was not authorized by the sender, because there werenot sufficient funds in the sender's account, or for any other reason, then you herebyauthorize us or our Service Provider to withdraw from your Transaction Account anamount equal to the amount of funds improperly transferred to you.

L

Payment Methods and Amounts. There are limits on the amount of money (or, asapplicable in some cases, gift card value) you can send or receive through the Service. Your

L

limits may be adjusted from time-to-time at our sole discretion. You may log in to theMobile Application to view your individual transaction limits. We also reserve the right toselect the method by which to remit funds on your behalf through the Service, and in theevent that your Transaction Account is closed or otherwise unavailable to us the method toreturn funds to you. These payment methods may include, but may not be limited to, anelectronic or paper check or draft payment.

Taxes. It is your responsibility to determine what, if any, taxes apply to the transactionsyou make or receive through this Service, and it is your responsibility to collect, report andremit the correct tax to the appropriate tax authority. We are not responsible fordetermining whether taxes apply to your transaction, or for collecting, reporting orremitting any taxes arising from any transaction made through this Service.

L

Payment Cancellation, Stop Payment Requests and Refused Payments. Sender maycancel the initiation of a Payment Instruction or stop a Payment Instruction at any timeuntil the processing of the Payment Instruction into the Receiver's Transaction Accounthas begun. The option to cancel or stop a payment will appear in the user interface for, orelsewhere within, the Service or Mobile Application. If a payment is stopped after theprocessing of the Payment Instruction out of the Sender's Transaction Account hasoccurred, but prior to the time the processing of the Payment Instruction into theReceiver's Transaction account has begun, a Stop Payment fee will be charged to theSender's Transaction Account. The amount of the fee will be disclosed in these Terms ofUse or in the user interface for, or elsewhere within, the Service or Mobile Application. Ourability to stop a Payment Instruction or recover funds associated with an unauthorizedPayment Instruction will depend on the manner in which the Payment Instruction wasinitiated, and whether the Payment Instruction to the Receiver's Transaction Account hasbegun processing. If you wish to stop a payment once it has begun processing, you mayalso call us at 800-266-7277 as soon as possible. Although we will make a reasonableeffort to accommodate a stop payment request and to recover funds associated with anunauthorized Payment Instruction, we will have no liability for failing to do so. We may alsorequire you to present your stop payment request or request to recover funds in writingwithin fourteen (14) days after contacting us. The charge for each stop payment or fundrecovery request made by phone will be the current charge for such stop payment or fundsrecovery service as set out in the deposit account agreement for your TransactionAccount. Payments not claimed by a Receiver will be automatically cancelled ten (10) daysafter the processing of the payment begins. When a Sender initiates a PaymentInstruction, the Receiver is not required to accept the payment. You agree that you as aSender will not hold us liable for any damages resulting from a Receiver's decision toaccept or not to accept a Payment Instruction initiated or attempted through the Service.We will, to the extent permitted by law, make reasonable attempts to return anyunclaimed, refused, refunded, prohibited, or denied payment to your Transaction Accountor use other reasonable efforts to return such payment to you as permitted by law.

L

Returned Payments. In using the Service, you understand that Receivers may rejectPayment Instructions or otherwise return payments. We will use reasonable efforts tocomplete Payment Instructions initiated through the Service.

L

Refused Payments. We reserve the right to refuse to pay any Receiver. We will notify theSender promptly if we decide to refuse to pay a Receiver designated by the Sender. Thisnotification is not required if you attempt to make a prohibited payment under thisSection.

L

Failed Or Returned Payment Instructions. In using the Service, you are requesting us toattempt to make payments for you from your Transaction Account. If we are unable tocomplete the Payment Instruction for any reason associated with your TransactionAccount (for example, because there are insufficient funds in your Transaction Account, orthe Payment Instruction would exceed the credit or overdraft protection limit in yourTransaction Account, to cover the payment), the Payment Instruction may not becompleted. In some instances, you will receive a return notice from us or our ServiceProvider. In each such case, you agree that:

L

You will reimburse us or our Service Provider immediately upon demand the amount ofthe Payment Instruction if we have delivered the payment but there are insufficientfunds in, or insufficient overdraft credits associated with, your Transaction Account toallow us to complete the debit processing;

�

For any amount not reimbursed to us within fifteen (15) days of the initial notification, alate charge equal to one and a half percent (1.5%) monthly interest or the legalmaximum, whichever rate is lower, for any unpaid amounts may be imposed by us orour Service Provider;

�

You may also be assessed a fee by our Service Provider and by us if we have deliveredthe payment but there are insufficient funds in, or insufficient overdraft creditsassociated with, your Transaction Account to allow us to complete the debit processingto cover the payment, or if we cannot otherwise collect the funds from you; the feeamount will be as set forth in your fee schedule from us (including as disclosed inMobile Application) or your account agreement with us. You hereby authorize us todeduct these amounts from your designated Transaction Account, including by ACHdebit;

�

You will reimburse us and our Service Provider for any fees or costs we incur inattempting to collect any amounts from you; and,

�

We and our Service Provider are authorized to report the facts concerning the return toany credit reporting agency.

�

Information Authorization. Your enrollment in the Service may not be fulfilled if wecannot verify your identity or other necessary information. Through your enrollment in or

L

use of the Service, you agree that we reserve the right to request a review of your creditrating at our own expense through an authorized bureau. In addition, and in accordancewith our Privacy Policy, you agree that we reserve the right to obtain personal informationabout you, including without limitation, financial information and transaction historyregarding your Transaction Account. You further understand and agree that we reserve theright to use personal information about you for our and our Service Providers' everydaybusiness purposes, such as to maintain your ability to access the Service, to authenticateyou when you log in, to send you information about the Service, to perform fraudscreening, to verify your identity, to determine your transaction limits, to performcollections, to comply with laws, regulations, court orders and lawful instructions fromgovernment agencies, to protect the personal safety of subscribers or the public, to defendclaims, to resolve disputes, to troubleshoot problems, to enforce this Section, to protectour rights and property, and to customize, measure, and improve the Service and thecontent and layout of the Mobile Application. Additionally, we and our Service Providersmay use your information for risk management purposes and may use, store and discloseyour information acquired in connection with this Service as permitted by law, including(without limitation) any use to effect, administer or enforce a transaction or to protectagainst or prevent actual or potential fraud, unauthorized transactions, claims or otherliability. We and our Service Providers shall have the right to retain such data even aftertermination or expiration of this Section for risk management, regulatory compliance, oraudit reasons, and as permitted by applicable law for everyday business purposes. Inaddition we and our Service Providers may use, store and disclose such informationacquired in connection with the Service in statistical form for pattern recognition,modeling, enhancement and improvement, system analysis and to analyze theperformance of the Service.

Mobile Phone Users. Your phone service provider is not the provider of the Service. Usersof the Service will receive text messages relating to their Payment Instructions and othernotices from time to time if a mobile phone number is provided. Data and messagingcharges from your telecommunications provider may apply, and you are responsible forany such charges. In the event your enrolled mobile device is lost or stolen, you agree toupdate your enrollment information and make the appropriate changes to disable the useof such device. You understand that there are risks associated with using a mobile device,and that in the event of theft or loss, your confidential information could be compromised.If you have questions about mobile service, you may send a text message with the word"HELP" to this number: 767666. To stop receiving text messages on your mobile phone,text "STOP" to this number: 767666.

L

Service Fees and Additional Charges. You are responsible for paying all fees associatedwith your use of the Service. Applicable fees will be disclosed in these Terms of Use or inthe user interface for, or elsewhere within, the Service or Mobile Application. YOUFURTHER ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES WILL BECHARGED REGARDLESS OF WHETHER THE PAYMENT INSTRUCTION ISCOMPLETED, UNLESS THE FAILURE TO COMPLETE THE INSTRUCTION IS SOLELY

L

DUE TO OUR FAULT, except for those fees that are specifically use-based. There may be acharge for additional transactions and other optional services. You agree to pay suchcharges and authorize us to deduct the calculated amount from your designatedTransaction Account for these amounts and any additional charges that may be incurredby you. Any financial fees associated with your standard deposit accounts (or otherTransaction Accounts) will continue to apply. You are responsible for any and all telephoneaccess fees and Internet service fees that may be assessed by your telephone and Internetservice provider. The "Failed Or Returned Payment Instructions" provisions above apply ifyou do not pay our fees and charges for the Service, including without limitation if we debitthe Transaction Account for such fees, as described in this Section, and there areinsufficient fees in the Transaction Account.

Security Codes. If you are issued or required to create any password or other securitycode(s) to access the Service or the portion of the Mobile Application through which theService is offered, you agree to give or make available your Security Codes only toindividuals who are authorized signers on your Transaction Account, and you agree to beresponsible for all actions taken by anyone to whom you have provided the securitycode(s). If you believe that any security code(s) for accessing this Service have been lostor stolen or that someone may attempt to use them to access the Mobile Application orService without your authorization, you must inform us at once at 1-800-273-1057. Yourliability for any unauthorized transactions using the security code(s) will be governed bythe terms of the deposit account agreement for your Transaction Account.

L

Intellectual Property. "Popmoney" is a trademark of CashEdge, Inc. or its affiliates. Allother marks and logos related to this Service are either trademarks or registeredtrademarks of us or our licensors. In addition, all page headers, custom graphics, buttonicons, and scripts are our service marks, trademarks, and/or trade dress or those of ourlicensors. You may not copy, imitate, or use any of the above without our prior writtenconsent, which we may withhold in our sole discretion, and you may not use them in amanner that is disparaging to us or the Service or display them in any manner that impliesour sponsorship or endorsement. All right, title and interest in and to the Service, theportion of the Mobile Application through which the Service is offered, the technologyrelated to the Mobile Application and Service, and any and all technology and any contentcreated or derived from any of the foregoing, is our exclusive property or that of ourlicensors. Moreover, any suggestions, ideas, notes, drawings, concepts, or otherinformation you may send to us through or regarding the Mobile Application or Serviceshall be considered an uncompensated contribution of intellectual property to us and ourlicensors, shall also be deemed our and our licensors' exclusive intellectual property, andshall not be subject to any obligation of confidentiality on our part. By submitting any suchmaterials to us, you automatically grant (or warrant that the owner of such materials hasexpressly granted) to us and our licensors a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publiclyperform and display, create derivative works from and distribute such materials orincorporate such materials into any form, medium, or technology now known or later

L

developed, and you warrant that all so-called "moral rights" in those materials have beenwaived, and you warrant that you have the right to make these warranties and transfers ofrights.

Links and Frames. Links to other sites may be provided on the portion of the MobileApplication through which the Service is offered for your convenience. By providing theselinks, we are not endorsing, sponsoring or recommending such sites or the materialsdisseminated by or services provided by them, and are not responsible for the materials,services or other situations at or related to or from any other site, and make norepresentations concerning the content of sites listed in any of the Service web pages.Consequently, we cannot be held responsible for the accuracy, relevancy, copyrightcompliance, legality or decency of material contained in sites listed in any search results orotherwise linked to the Mobile Application. For example, if you "click" on a banneradvertisement or a search result, your "click" may take you out of the Mobile Application.This may include links from advertisers, sponsors, and content partners that may use ourlogo(s) as part of a co-branding agreement. These other sites may send their own cookiesto users, collect data, solicit personal information, or contain information that you mayfind inappropriate or offensive.

L

Indemnification. You agree to defend, indemnify and hold harmless us and our Affiliatesand Service Providers and their affiliates and the employees and contractors of each ofthese, from any loss, damage, claim or demand (including attorneys' fees) made orincurred by any third party due to or arising out of your breach of this Section and/or youruse of the Mobile Application or the Service.

L

Release. You release us and our Affiliates and Service Providers and the employees andcontractors of each of these, from any and all claims, demands and damages (actual andconsequential) of every kind and nature arising out of or in any way connected with anydispute that may arise between you or one or more other users of the Mobile Applicationor the Service. In addition, if applicable to you, you waive California Civil Code §1542, whichstates that a general release does not extend to claims which the creditor does not knowor suspect to exist in his favor at the time of executing the release, which if not known byhim must have materially affected his settlement with the debtor.

L

No Waiver. We shall not be deemed to have waived any rights or remedies hereunderunless such waiver is in writing and signed by one of our authorized representatives. Nodelay or omission on our part in exercising any rights or remedies shall operate as a waiverof such rights or remedies or any other rights or remedies. A waiver on any one occasionshall not be construed as a bar or waiver of any rights or remedies on future occasions.

L

Exclusions of Warranties. THE MOBILE APPLICATION AND SERVICE AND RELATEDDOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHEREXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS,

L

UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, ANDOPERATION OF OUR MOBILE APPLICATION MAY BE INTERFERED WITH BY NUMEROUSFACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMEROF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOTAPPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAYALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability. THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVEREMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICEPROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THESERVICE AND THE PORTION OF THE MOBILE APPLICATION THROUGH WHICH THESERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THESERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR ANINDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OURREASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION,DISRUPTION OR FAILURE IN THE PROVISION OF THE SERVICE, WHETHER CAUSED BYSTRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS, INTERNET DISRUPTIONS,OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICEPROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FORANY CLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUTOF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENTSHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES ORCONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSSOF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF)ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THESERVICE OR THE PORTION OF THE MOBILE APPLICATION THROUGH WHICH THESERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLEAND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OURAFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANYOF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE ORTHE PORTION OF THE MOBILE APPLICATION THROUGH WHICH THE SERVICE ISOFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT ORARBITRATION PROCEEDING AS DESCRIBED IN SECTION 2 OF YOUR DEPOSIT ACCOUNTAGREEMENT WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TOTHE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION,WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) ORANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY, AND THE AGGREGATELIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES ANDCONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALLCLAIMS OR OBLIGATIONS RELATING TO THIS SERVICE SHALL BE LIMITED TO DIRECTOUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS).SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR

L

CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOTAPPLY TO YOU.

Reporting Unauthorized Transfers. Notify us at once if you believe your TransactionAccount has been accessed or any payment has been made through this Service withoutyour authorization, as provided in Section 1 of these Terms of Use.

L

Error Resolution. In case of any errors or questions about payments to or from yourTransaction Account, please contact us as provided in Section 1 of these Terms of Use.

L

Privacy of Others. If you receive information about another person through the Service,you agree to keep the information confidential and only use it in connection with theService.

L

Service Termination, Cancellation, or Suspension. If you wish to cancel the Service,you may contact us as set forth in Section 1 of these Terms of Use. Any payment(s) thathave begun processing before the requested cancellation date will be processed by us. Youagree that we may terminate or suspend your use of the Service at any time and for anyreason or no reason. Neither termination, cancellation nor suspension shall affect yourliability or obligations under this Section.

L

7. Transfers to External Accounts


Service to send payments via the Automated Clearing House network ("ACH") to a deposit

account that is held at a financial institution other than BBVA. You may request the Service

and designate certain types of consumer BBVA Mobile Accounts, including checking, savings

and certain money market accounts, from which these payments will be made (the "ACH

Account").

This Section incorporates: (a) the designations and other information you provide in each

ACH Request Form you complete and submit; (b) any instructions or additional information

that may be provided to you regarding the Service by us or through the Mobile Banking

Service; and (c) the Entry Settlement Limit that we may separately communicate to you.

Unless otherwise defined in this Section or elsewhere in these Terms of Use, all capitalized

terms shall have the meaning given to them in the NACHA Operating Rules and Guidelines.

This Section covers only ACH credit entries (which are transfers from your ACH Account to a

deposit account held at another financial institution), and does not apply to the processing

and transmission of ACH debit files, batches or items or other ACH credit entries, which may

not be initiated under this Service.

Definitions:

"ACH Software" means the software that we use to provide the Service.L

"Authorized ACH User" means an individual who is an owner of the ACH Account and hasaccess to the ACH Account via BBVA's Mobile Banking Service.

L

"Collected Funds" means "Available Funds" (as that term is defined in the AccountAgreement) in the ACH Account.

L

"Corrected Entry" means an Entry submitted to correct an Incorrect Entry.L

"Entry" means an ACH credit entry file (including any batches contained within a file)which is submitted to us for processing under your subscription to the Mobile BankingService.

L

"Entry Window" means those specific times in each Business Day during which we maycollect and process Entries via our ACH systems.

L

"Fed" means the Federal Reserve Bank, to which all Entries for Recipients to be paidthrough other financial institutions must be sent.

L

"Incorrect Entry" means an Entry for which the ACH file, as determined by us in our solediscretion, fails to conform to the requirements of any and all applicable NACHA OperatingRules and Guidelines or contains a mistake.

L

"In-Process Entry" means an Entry initiated through your subscription to the MobileBanking Service and in process on any date for which settlement has not occurred.

L

"Intended Transmission Date" means the last date on which we may transmit an Entry tothe Fed in order for the Entry to settle with the Recipient on the Requested SettlementDate.

L

"Last Fed Entry Window" means the last Entry Window during which we may transmitEntries to the Fed. This Entry Window currently is scheduled for 6 PM Central Time.

L

"NACHA" means the National Automated Clearing House Association.L

"Overlimit Prepaid Entry" means an Entry that would cause the aggregate amount of allEntries submitted under your subscription to the Mobile Banking Service to exceed thePrepaid Entry Settlement Limit.

L

"Participating Depository Financial Institutions" means, collectively, BBVA and allother financial institutions holding accounts held by you and Recipients which areaccessible through an applicable regional clearing house association.

L


You may make payments via ACH through the Service, subject to the following restrictions

and conditions:

"Prepaid Entry Settlement Limit" means the maximum aggregate amount of all In-Process Entries that we will permit you to have outstanding at any given time. We willseparately communicate the amount of the Prepaid Entry Settlement Limit to you inwriting, and may increase or decrease this Limit by written notice to you at any time.

L

"Recipient" means the person, entity or other organization holding the account to becredited at a Participating Depository Institution pursuant to an Entry.

L

"Requested Settlement Date" means the date you initially request as the date for anEntry to settle with its Recipient.

L

"Rules" mean the operating rules and operating guidelines of the applicable regionalclearing house association and NACHA.

L

"Settlement Date" means, with respect to any Entry, the date on which such Entry isreported to the account of BBVA by the applicable Federal Reserve Bank in accordancewith the Rules.

L

Authorization for the Service. You authorize and direct us to process each Entrysubmitted through the Service and in compliance with the Security Procedures describedbelow. You are responsible for generating and authorizing all Entries and delivering thesame to us in the form and format specified in this Section and by the system providingthe Service.

L

Security Procedures. In addition to using the Security Codes described in Section 3, youand each Authorized ACH User also must use the security techniques that BBVA hasestablished specifically for the Service, which may include the use of randomly generatednumbers and/or tokens or other security devices. These additional security techniques,together with the Security Codes, are referred to as the "ACH Security Procedures."BBVA may change the ACH Security Procedures as provided herein, and will provideinstructions to you about the requirements of the ACH Security Procedures in effect fromtime to time. You agree that you and each Authorized ACH User will take all actionsrequired to comply with the ACH Security Procedures, including maintaining theconfidentiality and security of your Security Codes and any security devices, changingyour Security Codes from time to time, and immediately reporting any suspected loss orunauthorized use of Security Codes or a security device. You agree to assume the risk ofloss with respect to any ACH transfer initiated by any Authorized ACH User who has failedto comply with the ACH Security Procedures, and you agree to hold BBVA harmless fromand against any loss caused by this failure.

L

Your Agreement to Security Procedures. You agree that the ACH Security Proceduresconstitute a commercially reasonable security procedure for you and your transactions.You agree to be bound by any Entry (or any request to reverse or cancel an Entry) for atransfer initiated through your Mobile Banking Service subscription and accepted by us incompliance with the ACH Security Procedures, regardless of whether or not you or anyAuthorized ACH User actually authorized the Entry. If an Entry is accepted by us incompliance with the ACH Security Procedures, and the Entry contains any error, to the fullextent allowed by law you shall be liable for, and shall indemnify us against, the amount ofthe Entry and all claims and all of our losses and expenses, including attorneys' fees,relating to the erroneous Entry. Our records demonstrating compliance with the ACHSecurity Procedures with respect to any Entry will be deemed conclusive proof that theEntry received by us was authorized and you are bound by that Entry. If an Entry (or any request to reverse or cancel an Entry) received by us was transmitted orauthorized by you or any Authorized ACH User, you shall be obligated to pay the amount ofthe Entry regardless of (i) whether or not we complied with the ACH Security Procedureswith respect to that Entry, (ii) whether or not that Entry was erroneous in any respect, and(iii) whether or not that error would have been detected if we had complied with the ACHSecurity Procedures. You acknowledge and agree that in the event you, whether acting directly or through anAuthorized ACH User, request us to accept any Entry made using any security proceduresother than the ACH Security Procedures (which we may accept or refuse at ourdiscretion), then you will be deemed to have chosen other security procedures after weoffered and you refused security procedures that were commercially reasonable for you,and you expressly agree to be bound by any Entry, whether or not authorized, issued inyour name in accordance with such other security procedures.

L

Prepayment for Entries. You authorize us, immediately upon our receipt of any Entry, todebit the ACH Account for the Collected Funds required by that Entry. You understandthat, because of the automated systems used to provide ACH services, we automaticallywill debit the ACH Account for that Entry, even if the Entry subsequently will be suspended,as described below in the provision regarding Incorrect Entries, in the provision regardingEntries that contain an ACH debit file, batch or item, and in the provision regardingOverlimit Prepaid Entries and In-Process Entries. You agree that, whenever you submit anEntry to us for processing and transmission, you must have Collected Funds in the ACHAccount in an amount equal to or greater than the Entry, or, if more than one Entry issubmitted, the aggregate amount of the submitted Entries. You understand that we maydebit the ACH Account either by actually deducting funds from the ACH Account or byplacing a hold on funds in the ACH Account. In either case, once we have debited the ACHAccount for the funds required by the Entry, those funds will not be available to you for anyother purpose, including the payment or settlement of other items from that ACHAccount.

L

Timing for Prepayment of Entries. You acknowledge that we transmit Entries to the Fedonly during certain Entry Windows. You agree that, regardless of your requests orinstructions to us, we have no obligation to transmit any Entry to the Fed on a particularday unless there are Collected Funds in the ACH Account for that Entry before the Last FedEntry Window for that day. You agree that, in the event the Collected Funds required forany Entry do not become available in the ACH Account until after the Last Fed EntryWindow on the Intended Transmission Date, we are authorized to debit the ACH Accountfor the Collected Funds required for that Entry on the Intended Transmission Date, eventhough we may not transmit the Entry until an Entry Window on the next Business Day. You acknowledge and agree that, if the Collected Funds required for any Entry donot become available in the ACH Account until after the Last Fed Entry Window onthe Intended Transmission Date, then the Entry may not settle with its intendedRecipient until a date after the Requested Settlement Date.

L

Prohibited Payments. You agree not to use the Service to make any payment IAT entriesincluding, but not limited to, using funds that were sent to you from outside the UnitedStates if the funds were accompanied by instructions specifying one or more payments tobe made with those funds or to make a payment outside the United States or for anypayments that violate applicable law or any other agreements with BBVA.

L

Insu�cient Collected Funds. If you do not have sufficient Collected Funds in the ACHAccount for any Entry, we have no obligation to process or to transmit that Entry, and maysuspend processing of that Entry. If you have submitted more than one Entry, we mayprocess and transmit only those Entries for which you have Collected Funds. If we receivean Entry for which there are insufficient Collected Funds in the ACH Account, we mayattempt to notify you, but you agree that we shall have no liability to you for failure to notifyyou regarding the insufficiency of Collected Funds. We will maintain the suspended Entry inour ACH system until the Requested Settlement Date, checking at each Entry Window tosee if sufficient Collected Funds have become available in the ACH Account for that Entry.If sufficient Collected Funds are not available in the ACH Account for the suspended Entryby 9 PM Central Time on the Requested Settlement Date, that Entry automatically will bedeleted from our ACH system. You acknowledge and agree that, if you submit an Entry for which there areinsu�cient Collected Funds in the ACH Account at the time of submission, then

L

The Entry may be deleted from our ACH system and never settle with itsintended Recipient, or

�

Even if Collected Funds should become available in the ACH Account at a latertime, the Entry may not settle with its intended Recipient until a date after theRequested Settlement Date.

�

Entries Under This Service May Not Contain Debit Files, Batches or Items. You agreeto include only ACH credit files, batches and items within an Entry submitted under thisService. You agree that, if any Entry submitted under this Service contains an ACH debitfile, batch or item, we have no obligation to process or to transmit that Entry and we maysuspend that Entry, even if you have Collected Funds available in the ACH Account for thatEntry, and we already have debited those Collected Funds from the ACH Account. If we receive an Entry that contains an ACH debit file, batch or item, we may attempt tonotify you regarding the suspension of that Entry, but you agree that we shall have no dutyto correct the Entry by deleting the ACH debit file, batch or item, and no liability to you forfailure to provide this notice. Any Entry that contains an ACH debit file, batch or item willbe considered an Incorrect Entry. You understand that any hold on Collected Fundscovered by an Entry that contains an ACH debit file, batch or item will remain until earlierof: (i) the Entry Window occurring after you have submitted to us an authorization todelete the Incorrect Entry, and after we have had a reasonable period of time to act on thatauthorization; or (ii) our completion of nightly system processing on the RequestedSettlement Date. You acknowledge that, if you submit another Entry to replace an Entry that contains anACH debit file, batch or item, and we receive the Corrected Entry before receiving yourauthorization to delete the original Entry or we receive both the Corrected Entry and theauthorization to delete during the same Entry Window, the Corrected Entry will beprocessed first, and the Collected Funds required for the Corrected Entry will be debitedfrom the ACH Account before the amount of Collected Funds debited for the original Entrycan be credited to the ACH Account. We make no representation or warranty with respect to the amount of time that may passbefore a credit posts to the ACH Account upon the deletion of any Entry. You acknowledgethat, depending on when we receive the authorization to delete an Entry, the credit to theACH Account for the deleted Entry may not be posted until the next business day followingyour submission of that authorization. You acknowledge and agree that, because of the automated systems used toprovide ACH services, if you submit any Entry that contains an ACH debit file, batchor item, then:

L

The Entry may be deleted from our ACH system and never settle with itsintended Recipient; and

�

The Entry will be considered an Incorrect Entry.�

Overlimit Entries; Entries In Excess Of Entry Settlement Limit. You agree that we haveno obligation to process or to transmit an Overlimit Entry. We will treat each submission ofan Overlimit Entry as your request for approval of an increased Entry Settlement Limit,

L

which we may grant or deny at our sole discretion. If you submit an Overlimit Entry, wemay suspend the Overlimit Entry and any or all In-Process Entries, even if you haveCollected Funds available in the ACH Account for the Overlimit Entry and the In-ProcessEntries, and we already have debited Collected Funds from the ACH Account for any or allof those Entries. For each Entry suspended because your In-Process Entries exceed theEntry Settlement Limit, we will evaluate your request for an increased Entry SettlementLimit and notify you as promptly as practicable, but in no event later than two (2) businessdays after suspending the Entry, whether we will: (i) process and transmit that Entry; or (ii)reject that Entry and credit the ACH Account for the amount of that Entry. If you wish to initiate an Entry that would cause the amount of In-Process Entries to exceedthe Entry Settlement Limit, you may submit to us your request to initiate an Entry thatotherwise would be an Overlimit Entry. You must submit your request at least two (2)business days prior to the date on which you wish to initiate the Entry that otherwise wouldbe an Overlimit Entry. We may require you to provide financial or other information in orderto assist us in evaluating your request. We may grant or deny your request in our solediscretion. You acknowledge and agree that, because of the automated systems used toprovide ACH services, if you submit any Overlimit Entry, then:

The Overlimit Entry and any related In-Process Entry may be suspended and wewill determine whether to approve the processing of all of those Entries; and

�

Even if we determine to approve the processing of Entries in excess of your EntrySettlement Limit, the Overlimit Entry and related In-Process Entries may notsettle on the Requested Settlement Date unless you have allowed an additionaltwo (2) business days for processing those Entries.

�

Reversing Erroneous Files, Batches or Items and NOC's. If you send an Incorrect Entry,batch or item, you must contact us to request us to initiate a reversal of that file, batch oritem. You agree and acknowledge that if we receive a Notice of Correction ("NOC") filefrom another financial institution that results from an Entry you submit, the Entry thatcaused the NOC may be modified to reflect the corrected information received in the NOCand retransmitted. If the Entry that caused the NOC is a recurring Entry, all subsequenttransmissions may be modified to reflect the corrected information received in the NOC.

L

Multiple Entries. If you submit multiple Entries during a single Entry Window, we mayprocess those Entries in any order as determined by us in our sole discretion. If there areinsufficient Collected Funds in the ACH Account to pay any Entry, we may suspend thatEntry and process any remaining Entries. If you submit one or more additional Entrieswhile a previous Entry remains suspended, we will process the additional Entries, and thenwill re-process each suspended Entry to determine whether there are sufficient CollectedFunds in the ACH Account for that Entry.

L

Your Additional Obligations.L

Delivery. You shall be solely responsible for submitting all Entries within the timeperiods specified in the Instructional Material and, upon our request, for delivering tous any other data, information, instruments, and documents relating to each Entrysubmitted through the Service. We may reject any Entry determined by us, in our solediscretion, to have been submitted after or before the time required by any applicableschedule or deadline.

�

Training Authorized ACH Users. You are solely responsible to assure that eachAuthorized ACH User shall be trained on and familiar with the systems used to providethe Service and NACHA's Rules.

�

Scope of the Service. We will process and transmit the Entries submitted through theService to the Participating Financial Depository Institutions, subject to the Rules and thisSection. We have no obligation to act on, correct, reverse, adjust, or stop payment orposting of Entries or Entry data that does not comply with the requirements or deadlinesof BBVA or the Rules. We have no obligation to detect errors with respect to any Entry.However, if we detect an error with respect to an Entry, we will attempt to give you notice ofthe error, and you agree to furnish to us corrections promptly via the systems that providethe Service or as we shall direct. If you discover that any Entry is in error, you immediatelyshall give telephonic notice to us of the complete nature of the error and each affectedEntry, and immediately thereafter shall confirm your telephonic notice in writing. You haveno right to reverse, adjust or stop payment or posting of any Entry after the Entry has beentransmitted by us or subsequent to any earlier time as the Rules or we may prescribe fromtime to time, except in accordance with procedures contained in the Rules, or any otherapplicable agreement. We reserve the right to limit the nature and amount of the Entriesprocessed under this Service and to refuse to process any Entry if, in our sole judgment (a)there is reasonable cause to believe that any Entry will be returned or will not settle in theordinary course of the transaction for any reason, (b) to do otherwise would violate anylimit set by the applicable clearing house association or any governmental authority oragency to control payment system risk, or (c) an Entry would create an overdraft of anACH Account. If any of the foregoing actions are taken by us with respect to a particularEntry, we will notify you as promptly as practicable, but in no event later than two (2)business days after our decision. We have no obligation at any time to process any Entrythat exceeds the Collected Funds in the ACH Account at the time that you initiate theEntry. We have the right, but not the obligation, to refuse to process any Entry for thepurpose of determining whether you authorized the Entry, and shall incur no liability forany delay caused by exercising this right. We have no obligation whatsoever at any time toverify any Entry or to confirm that the Entry is initiated to make employee, tax or vendorpayments, and we will have no liability for failing to verify any Entry or confirm the purposeof any Entry.

L

E�ect of Rules. You agree to comply with and be bound by the Rules, as they may beamended from time to time, including all limitations and requirements imposed upon youas an "Originator" under the Rules. Any changes in the Rules shall be deemedautomatically to amend this Section, effective as of the date the changes in the Rulesbecome effective. You agree that no Rule shall be deemed to diminish our rights under thisSection, except in the case of direct conflict, in which event the Rules shall control. Withoutlimiting the foregoing, we may issue from time to time operating rules and procedures toyou describing the operating procedures for the Service. From time to time, we may alsoissue updates to the operating rules and procedures. You agree that you will access andutilize the Service in accordance with our operating rules and procedures.

L

Fees. You agree to pay the fees for this Service as provided in the Mobile Banking Service.Applicable fees for this Service will apply, regardless of whether the transfer is completed.You agree to pay any and all applicable fees, and you authorize us to deduct the amount ofeach fee from the applicable ACH Account. You also agree to pay and reimburse us for allgovernmental and third party fees or taxes arising out of or related to our providing theService to you.

L

Reliance on Your Instructions. You understand and agree that, unless we, in our solediscretion, elect to do so (and even then we will be acting in our own interest and not onyour behalf), we will not verify the terms of any Entry submitted through the Service. Youare solely responsible for the accuracy and completeness of all data, instructions or otherinformation regarding any Entry that is provided to us. You authorize us to process eachEntry submitted through the Service in accordance with the information that we receivefrom you in accordance with the ACH Security Procedures. We shall have no responsibilityfor any erroneous information you provide, and no liability for any losses you may sufferthat arise from or relate to any erroneous information you provide for any Entry submittedthrough the Service.

L

Limitation of Liability. Except as otherwise required by applicable law, neither we nor ouraffiliates, third party service providers or their affiliates shall be liable, and you release andwaive any and all claims against us, our affiliates, third party service providers or theiraffiliates for any and all losses, damages, claims, judgments, costs and expenses incurredby you or by any other person or entity, whether or not acting as your agent or employee,that arise from or relate to your use of the Service. The limitations on the liability of BBVA,our affiliates, third party service providers or their affiliates provided in this Section are inaddition to, and shall not diminish, any limitations on this liability contained any applicableAccount Agreement or any other agreement between you and us.

L

Indemnity.L

You agree to indemnify, protect and hold harmless BBVA, our service providers andaffiliates (including their respective officers, employees and agents) from and againstany and all losses, damages, claims, judgments, costs and expenses (includingreasonable attorneys' fees) arising from or relating to: (i) your use of the Service; (ii)

�

any errors, negligence, action, inaction, or involvement by you, BBVA, our serviceproviders and affiliates, or their actual or apparent officers, employees, and agents inconnection with the Service, or otherwise; (iii) submission of: (A) any Entry for whichthere are insufficient Collected Funds at the time of submission; (B) any IncorrectEntry; (C) any Entry submitted under this Service that contains an ACH debit file, batchor item; or (D) any Entry that later is delayed or suspended for any other reason.

Actual receipt by us of proper notice or delivery of any information (e.g., stop payment,return, processing, dishonor and similar notices required by law or under this Section,the Rules, or any other applicable agreement) from you before the deadline required byus in our sole discretion is an express and non-waivable condition precedent to ourrelated obligation to perform any service or to meet any deadline imposed by law, anyagreement or any person. You bear the burden of proof of the time and manner of ouractual receipt of any notice or transmittal of information.

�

Termination. We may terminate the Service at any time upon 30 days' notice to you.Further, we may, in our sole discretion, suspend or terminate your access to the Service ifwe believe that such access poses an unacceptable risk to you or to us. We shall usereasonable efforts to communicate notice of the termination to you promptly, and willprovide written confirmation of the termination if the initial notice of termination was notcommunicated in writing.

L

Representations and Warranties. You represent and warrant that each electroniccommunication submitted through the Service, including without limitation each Entry,shall comply with this Section, the NACHA Rules and all applicable law. You also representand warrant that each Entry shall be in the form of an unbalanced file. As used in thisprovision, an unbalanced file means an Entry that contains only the originating items forthat Entry without any corresponding offset or settlement transaction. All Prenotificationsand Entries shall be submitted through the Service prior to the opening of business on theapplicable Settlement Date in computer readable media as provided under the Rules, andin the record format specified by us from time to time. We may reject any Entry which wedetermine in our sole discretion not to be in compliance with our then applicable formatrequirements, the Rules, any federal or state laws or regulations, or the terms andconditions of this Section. You agree that we have no responsibility to determine whetheryou have complied with any federal or state law or regulation. You agree to provide anyadditional information and to execute any additional documents or agreements that wemay request in connection with your use of the Service. EXCEPT AS REQUIRED BY LAW, BBVA MAKES NO REPRESENTATIONS,WARRANTIES, AGREEMENTS, OR GUARANTIES, EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION: (I) ANY REPRESENTATIONS OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THESERVICE PROVIDED BY BBVA TO YOU; (II) ANY WARRANTIES ARISING UNDER THEUNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE IN WHICH BBVA

L

MAINTAINS YOUR ACCOUNTS; (III) ANY WARRANTIES WITH RESPECT TOCOMPLIANCE WITH THE ELECTRONIC FUNDS TRANSFER ACT OR REGULATION EOF THE FEDERAL RESERVE BOARD; (IV) ANY RULE OR REGULATION OF ANYAUTOMATED CLEARING SYSTEM; OR (V) ANY STATE ELECTRONIC FUNDTRANSFER STATUTE OR REGULATIONS.

8. Transfers from External Accounts


Service to make transfers to your BBVA Mobile Accounts from accounts you own and hold at

financial institutions other than BBVA, as described below.

Definitions:

By accessing or using this Service or by permitting another to access or use this Service, you

agree to the terms and conditions for this Service. In addition to the following terms and

conditions, the restrictions on transfers to or from BBVA Mobile Accounts described in

Section 1 of these Terms of Use also apply to this Service.

"External Account" means each checking, savings or money market account that youhold at a financial institution other than BBVA and that you register for this Service.

L

"External Transfers Site" means the section of the Mobile Application through which thisService is offered.

L

"Recipient Account" means your BBVA Mobile Account to which your funds will becredited for any transfer requested through this Service.

L

"Transaction Account" means your External Account from which your funds will bedebited for any transfer requested through this Service. This is also the account to whichany funds will be returned if a requested transfer cannot be completed.

L

"Transfer Instruction" means the information you provide through this Service to requesta transfer of funds to a Recipient Account.

L

Eligibility for This Service. The Service is offered only to individual residents of theUnited States who can form legally binding contracts under applicable law. Withoutlimiting the foregoing, the Service is not offered to minors. By using the Service, yourepresent that you meet these requirements and that you agree to be bound by thisSection.

L

Service Providers. We may offer this Service through one or more Service Providers thatwe have engaged to render some or all of the Service on our behalf. You agree that we havethe right under this Section to delegate to Service Providers all of the rights andperformance obligations that we have under this Section, and that the Service Providerswill be third party beneficiaries of this Section and will be entitled to all the rights andprotections that this Section provides to us.

L

Receipts and Transaction History. You may view your recent transactions through thisService within the Mobile Application or by logging into Online Banking and looking at thehistory for each Recipient Account. You agree to receive receipts of these transactions bythis method, and also to review your transactions to identify any unauthorized orunclaimed payments.

L

Acceptable Use. You may use the Service to transfer funds from your External Accounts,as described in this Section. You agree that you are independently responsible forcomplying with all applicable laws in all of your activities related to your use of the Service,regardless of the purpose of the use. In addition, you are prohibited from using the Servicefor activities that: (a) violate any law, statute, ordinance or regulation; (b) violate anyproperty or proprietary right of any third party, including any copyright, trademark, or rightof publicity or privacy under the laws of any jurisdiction; (c) impose an unreasonable ordisproportionately large load on the infrastructure that supports this Service; (d) facilitateany viruses, trojan horses, worms or other computer programming routines that maydamage, detrimentally interfere with, surreptitiously intercept or expropriate any system,data or information used in connection with this Service; (e) constitute use of any robot,spider, other automatic device, or manual process to monitor or copy the Service or theExternal Transfers Site without our prior written permission; (f) constitute use of anydevice, software or routine to bypass technology protecting the External Transfers Site orService, or interfere or attempt to interfere, with the External Transfers Site or the Service;or (g) may cause us or our Service Providers to lose any of the services from our internetservice providers, payment processors, or other vendors. We encourage you to providenotice to us by the methods described in Section 1 of these Terms of Use of any violationsof this Section or the Terms of Use generally. In no event shall we or our Service Providersbe liable for any claims or damages resulting from or related to your violation of theacceptable uses of the Service or this Section. We and our Service Providers reserve theright to monitor and remove any comments you post or submit through the Service.

L

Transfer Authorization and Processing.L

The Service enables you to transfer funds to any of your BBVA Mobile Accounts thatare checking, savings or money market accounts from any External Account. Yourepresent and warrant that you are a named owner of each External Account, you haveall necessary legal right, power and authority to transfer funds from each ExternalAccount, and each External Account is located in the United States.

�

When we receive a Transfer Instruction from you, you authorize us to debit yourTransaction Account and remit funds on your behalf to the Recipient Accountdesignated by you and to debit the applicable BBVA Mobile Account as describedbelow in "Charges for This Service." You also authorize us to reverse a credit to yourRecipient Account if the transaction is returned for any reason, including but notlimited to nonsufficient funds, errors or for security reasons.

�

We will use reasonable efforts to make all your transfers properly. However, we shallincur no liability if we are unable to complete any transfers initiated by you because ofthe existence of any one or more of the following circumstances:

�

If, through no fault of ours, the Transaction Account does not contain sufficientfunds to complete the transfer or the transfer would exceed the credit limit of anyoverdraft account that may be available to you;

L

The Service is not working properly and you know or have been advised by us aboutthe malfunction before you execute the transaction;

L

The transfer is refused as described below;L

You have not provided us with the correct information, including but not limited tothe correct Transaction Account or Recipient Account information; and/or

L

Circumstances beyond our control (such as, but not limited to, fire, flood, networkor system down time, issues with the financial institution(s), or interference from anoutside force) prevent the proper execution of the transfer and we have takenreasonable precautions to avoid those circumstances.

L

It is your responsibility to ensure the accuracy of any information that you enter intothe Service, and to inform us as soon as possible if you become aware that thisinformation is inaccurate. You may not use a P.O. Box as a postal address. We will makea reasonable effort to stop or recover a transfer made to the wrong Recipient Accountonce we receive notice of the error and have a reasonable opportunity to act on it.However, we do not guarantee that we can stop or recover such a transfer, and we willhave no responsibility or liability for any damages you may suffer as a result of incorrectinformation that you provided in connection with this Service.

�

Transfer Methods and Amounts. We may, at our sole discretion, impose limits on theamount of money you can transfer through this Service. We also reserve the right to selectthe method in which to transfer funds on your behalf, and the method to return funds toyou in the event that the Recipient Account is closed or otherwise unavailable to us.

L

Transfer Cancellation Requests and Refused Transfers. You may request cancellationof a transfer at any time until it begins processing (as shown in the External Transfers Site).We will, to the extent permitted by law, make reasonable attempts to return any

L

unclaimed, refused, refunded, prohibited, or denied transfer to your Transaction Account.If this is unsuccessful (for example, because the Transaction Account has been closed), wewill make reasonable attempts to mail you a paper check. If, after ninety (90) days (orlonger, depending on our then-current standard for unclaimed checks) that check has notbeen cashed, we will stop payment on it and transfer funds to an "unclaimed funds"account, and will subsequently handle the unclaimed funds as required or otherwisepermitted by applicable law.

Stop Payment Requests. If you desire to stop any transfer that has begun processing oralready has been processed, you should call us at 800-273-1057 as soon as possible.Although we will make a reasonable effort to accommodate your request, we will have noliability for failing to do so. We may also require you to present your request in writingwithin fourteen (14) days. The charge for each stop payment request will be the currentcharge provided in the applicable Account Agreement.

L

Reporting Unauthorized Transfers. Notify us immediately, without delay, if you believeany Mobile Account has been accessed or any transfer from an External Account has beenmade through this Service without your authorization, as provided in Section 1 of theseTerms of Use.

L

Error Resolution. In case of any errors or questions about transfers shown in thetransaction history for any BBVA Mobile Account used with this Service, please contact usas provided in Section 1 of these Terms of Use.

L

Taxes. It is your responsibility to determine what, if any, taxes apply to transfers you makeor receive through this Service, and it is your responsibility to collect, report and remit thecorrect tax to the appropriate tax authority. We are not responsible for determiningwhether taxes apply to your transfers, or for collecting, reporting or remitting any taxesarising from any transfer.

L

Charges for This Service. Any fee for this Service will be disclosed to you within theMobile Application before you submit any request for a transfer or any other optionalservices. Applicable fees for this Service will apply, regardless of whether the transfer iscompleted. You agree to pay any and all applicable fees, and you authorize us to deductthe amount of each fee from the applicable BBVA Mobile Account. You are responsible forany and all telephone access fees and/or Internet service fees that may be assessed byyour telephone and/or Internet service provider.

L

Failed Or Returned Transfers. In using the Service, you are requesting us to maketransfers for you from your Transaction Account. If we complete a transfer even thoughthere are insu�cient funds in your Transaction Account to cover that transfer, youagree that:

L

For any amount not reimbursed to us within fifteen (15) days of the initial notification, alate charge equal to one and a half percent (1.5%) monthly interest or the legal

�

maximum, whichever rate is lower, for any unpaid amounts may be imposed;

You may be assessed a fee by our Service Provider and by us if the transfer is returnedbecause you have insufficient funds in your Transaction Account to cover the requestedtransfer or if we cannot otherwise collect the funds from you; the fee amount will be thecurrent charge provided in the applicable Account Agreement. You hereby authorize usto deduct these amounts from the applicable Transaction Account by ACH debit;

�

You will reimburse us and our Service Provider for any fees or costs we or they incur inattempting to collect the amount of the return from you; and,

�

We and our Service Provider are authorized to report the facts concerning the return toany credit reporting agency.

�

Refused Transfers. We reserve the right to refuse any transfer to a Recipient Account. Wewill notify you promptly if we decide to refuse to transfer funds to a Recipient Account.This notification is not required if you attempt to make a prohibited transfer under thisSection.

L

Returned Transfers. You understand that transfers may be returned for various reasons(for example, because the number for the Recipient Account is not valid). We will usereasonable efforts to research and correct the transfer to the intended Recipient Accountor void the transfer and credit your Transaction Account.

L

Information Authorization. We may not be able to process your enrollment in the Serviceif we cannot verify your identity or other necessary information about you. By requestingenrollment in the Service, you agree that we and our Service Providers, at our ownexpense, may obtain your credit report from an authorized bureau.

L

Indemnification. You agree to defend, indemnify and hold harmless us and our Affiliatesand Service Providers and the officers, directors, agents, employees, representatives, andcontractors of each of these, from any loss or damage (including attorneys fees) incurredin connection with any claim or demand by any third party that arises from or relates toyour breach of this Section and/or your use of the External Transfers Site or the Service.

L

Release. If you have a dispute with any person over the use of the External Transfers Siteor the Service or any transfer you requested using this Service, you release us and ourAffiliates and Service Providers and the employees and contractors of each of these, fromany and all claims, demands and damages (actual and consequential) of every kind andnature arising out of or in any way connected with such disputes. In addition, you waiveand release any and all provisions, rights and benefits conferred either (i) by § 1542 of theCalifornia Civil Code, which reads: "Section 1542. General release; extent. A general releasedoes not extend to claims which the creditor does not know or suspect to exist in his favorat the time of executing the release, which if known by him must have materially affectedhis settlement with the debtor;" or (ii) by any law of any state or territory of the United

L

States, or principle of common law, which is similar, comparable or equivalent to § 1542 ofthe California Civil Code.

Intellectual Property. All marks and logos related to the Service, are either trademarks orregistered trademarks of us or our licensors. In addition, all page headers, customgraphics, button icons, and scripts are our service marks, trademarks, and/or trade dressor those of our licensors. You may not copy, imitate, or use any of the above without ourprior written consent, which we may withhold in our sole discretion, and you may not usethem in a manner that is disparaging to us or the Service or display them in any mannerthat implies our sponsorship or endorsement. All right, title and interest in and to theService, the External Transfers Site, the technology related to the External Transfers Siteand Service, and any and all technology and any content created or derived from any ofthe foregoing, is our exclusive property or that of our licensors. Moreover, any suggestions,ideas, notes, drawings, concepts, or other information you may send to us through orregarding the External Transfers Site or Service shall be considered an uncompensatedcontribution of intellectual property to us, shall also be deemed our exclusive intellectualproperty, and shall not be subject to any obligation of confidentiality on our part. Bysubmitting any such materials to us, you automatically grant (or warrant that the owner ofsuch materials has expressly granted) to us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publiclyperform and display, create derivative works from and distribute such materials orincorporate such materials into any form, medium, or technology now known or laterdeveloped, and you warrant that all so-called "moral rights" in those materials have beenwaived, and you warrant that you have the right to make these warranties and transfers ofrights.

L

Links and Frames. For your convenience, links to other sites may be provided on theExternal Transfers Site. By providing these links, we are not endorsing, sponsoring orrecommending such sites or the materials disseminated by or services provided by them,and are not responsible for the materials, services or other situations at or related to orfrom any other site, and make no representations concerning the content of sites listed inany of the Service web pages. Consequently, we cannot be held responsible for theaccuracy, relevancy, copyright compliance, legality or decency of material contained insites listed in any search results or otherwise linked to the External Transfers Site. Forexample, if you "click" on a banner advertisement or a search result, your "click" may takeyou off the External Transfers Site. This may include links from advertisers, sponsors, andcontent partners that may use our logo(s) as part of a co-branding agreement. Theseother sites may send their own cookies to users, collect data, solicit personal information,or contain information that you may find inappropriate or offensive. In addition, advertiserson the External Transfers Site may send cookies to users that we do not control. You maylink to the home page of our External Transfers Site. However, you may not link to otherpages of our External Transfers Site without our express written permission. You also maynot "frame" material on our External Transfers Site without our express written

L

permission. We reserve the right to disable links from any third party sites to the ExternalTransfers Site.

Security Codes. If you are issued or required to create any password or other securitycodes to access the Service or the External Transfers Site, you agree to give or makeavailable your security codes only to individuals who are authorized signers on yourTransaction Account, and you agree to be responsible for all actions taken by anyone towhom you have provided the security codes. If you believe that any security codes foraccessing this Service have been lost or stolen or that someone may attempt to use themto access the External Transfers Site or Service without your authorization, you mustinform us at once at the telephone number provided in Section 1 of these Terms of Use.Your liability for any unauthorized transactions using the security codes will be governedby the applicable Account Agreement.

L

Exclusions of Warranties. THE EXTERNAL TRANSFERS SITE AND SERVICE ANDRELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANYKIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS,UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, ANDOPERATION OF OUR EXTERNAL TRANSFERS SITE MAY BE INTERFERED WITH BYNUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THEDISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERSMAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS ANDYOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

L

Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME,THE SERVICE OR EXTERNAL TRANSFERS SITE MAY BE DELAYED, INTERRUPTED ORDISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TOCIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOTLIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THESERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENTMALFUNCTIONS OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES ORSERVICE PROVIDERS OR THE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,REPRESENTATIVES, AND CONTRACTORS OF EACH OF THESE, BE LIABLE FOR ANYCLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUT OFANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENTSHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE OFFICERS,DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AND CONTRACTORS OF EACHOF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OREXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IFADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THEINSTALLATION, USE, OR MAINTENANCE OF THE SERVICE OR THE PORTION OF THEMOBILE APPLICATION THROUGH WHICH THE SERVICE IS OFFERED, EVEN IF SUCH

L

DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDINGTHEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THEOFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, ANDCONTRACTORS OF EACH OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM ORRELATED TO THE SERVICE OR THE PORTION OF THE MOBILE APPLICATION THROUGHWHICH THE SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN ACOMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED INSECTION 2 OF YOUR DEPOSIT ACCOUNT AGREEMENT WITHIN TWO (2) YEARS OF THEDATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONSWILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OFCONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. THEAGGREGATE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THEOFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, ANDCONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALLCLAIMS OR OBLIGATIONS RELATING TO THE SERVICE AND THE PORTION OF THEMOBILE APPLICATION THROUGH WHICH THE SERVICE IS OFFERED AND THIS SECTIONSHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500(FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION ORLIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVELIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING SHALLCONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OURAFFILIATES AND SERVICE PROVIDERS AND THE OFFICERS, DIRECTORS, AGENTS,EMPLOYEES, REPRESENTATIVES, AND CONTRACTORS OF EACH OF THESE, FOR THESERVICE AND THE PORTION OF THE MOBILE APPLICATION THROUGH WHICH THESERVICE IS OFFERED.

9. Domestic Wire Transfers


Wire Transfer Service to initiate outgoing domestic wire transfers from certain types of

consumer Mobile Accounts, including checking, savings and money market accounts. Each

Mobile Account from which the Bank allows you to initiate wire transfers is referred to as a

"Wire Transfer Account." From time to time, the Bank may allow wire transfers to be initiated

from additional types of Mobile Accounts, and any such additional types of Mobile Accounts

will be automatically included in the Wire Transfer Accounts that you may access through the

Wire Transfer Service.

You may initiate payment orders for domestic wire transfers through Mobile Banking, subject

to the following restrictions and conditions:

Authorization for Wire Transfer Service. You authorize and direct us to process eachpayment order for a wire transfer submitted through the Wire Transfer Service and incompliance with the Security Procedures described herein. We have no obligation at anytime to process any payment order that exceeds the Available Balance (as that term isdefined in the applicable Account Agreement) in the Wire Transfer Account at the time thatyou initiate the wire transfer. We have the right, but not the obligation, to refuse to processany payment order for the purpose of determining whether you authorized the paymentorder, and shall incur no liability for any delay caused by exercising this right. Wiretransfers are "funds transfers" under and for purposes of Article 4A of the UniformCommercial Code, as adopted in the state in which we maintain your Wire TransferAccounts.

L

Security Procedures. In addition to using the security codes described in these Terms ofUse, you also must use the security techniques that the Bank has established specificallyfor the Wire Transfer Service, which may include the use of randomly generated numbersand/or tokens or other security devices. These additional security techniques, togetherwith the security codes, are referred to as the "Wire Transfer Security Procedures." TheBank may change the Wire Transfer Security Procedures as provided in these Terms ofUse, and will provide instructions to you about the requirements of the Wire TransferSecurity Procedures in effect from time to time. You agree that you will take all actionsrequired to comply with the Wire Transfer Security Procedures, including maintaining theconfidentiality and security of your security codes and any security devices, changing yoursecurity codes from time to time, and immediately reporting any suspected loss orunauthorized use of security codes, a security device or your Mobile Device.

L

Your Agreement to Security Procedure. You agree that the Wire Transfer SecurityProcedures constitute a commercially reasonable security procedure for you. You agree tobe bound by any payment order (or any request for cancellation or amendment of apayment order) for a wire transfer initiated through the Wire Transfer Service and acceptedby the Bank in compliance with the Wire Transfer Security Procedures, regardless ofwhether or not you actually authorized the wire transfer. If a payment order for any wiretransfer is accepted by the Bank in compliance with the Wire Transfer Security Procedures,and the payment order contains any error, to the full extent allowed by law you shall beliable for, and shall indemnify the Bank against, the amount of the payment order and allclaims and all of the Bank's losses and expenses, including attorneys' fees, relating to theerroneous payment order. The Bank's records demonstrating compliance with the WireTransfer Security Procedures with respect to any payment order will be deemed conclusiveproof that the payment order received by the Bank was authorized and you are bound bythat payment order. If the payment order for a wire transfer (or any request for cancellation or amendment of apayment order) received by the Bank was transmitted or authorized by you, you shall beobligated to pay the amount of the payment order regardless of (i) whether or not theBank complied with the Wire Transfer Security Procedures with respect to that payment

L

order, (ii) whether or not that payment order was erroneous in any respect, and (iii)whether or not that error would have been detected if the Bank had complied with suchSecurity Procedures. You acknowledge and agree that in the event you request the Bank to accept any paymentorder for a wire transfer made by using any security procedures other than the WireTransfer Security Procedures set forth in this Section (which the Bank may accept orrefuse at its discretion), then you will be deemed to have chosen other security proceduresafter the Bank offered and you refused security procedures that were commerciallyreasonable for you, and you expressly agree to be bound by any payment order, whether ornot authorized, issued in your name in accordance with such other security procedures.

Transfer Requests.L

Initiating Transfers. Wire transfers shall be from Wire Transfer Accounts, and may be toany other account with the Bank, an affiliate of the Bank, or another bank or financialinstitution. You agree that, except as otherwise provided for in this Section, all wiretransfers originated through the Wire Transfer Service shall comply with the WireTransfer Security Procedures, all other terms of this Section, and the terms andprovisions of Article 4A of the Uniform Commercial Code, as adopted in the state inwhich the Bank maintains your accounts.

�

Honoring Transfers. We will accept a payment order for a wire transfer only if you placethe order in accordance with the terms and requirements stated in this Section orwithin the Mobile Banking Service. We have no obligation to honor, either in whole or inpart, the payment order for any wire transfer (or the cancellation or amendmentthereto) that: (i) exceeds the Available Balance (as that term is defined in theapplicable Account Agreement) in the Wire Transfer Account from which the transfer isrequested; (ii) is not in accordance with each term and condition provided for in thisSection and applicable law; (iii) is not, or we believe may not be, authorized or correct;or (iv) is impracticable or not feasible to accept. In addition, we shall be excused fromfailure or delay in issuing or accepting a payment order for a wire transfer if suchissuance or acceptance would result in the Bank's exceeding any limitation upon itsintraday net funds position established pursuant to present or future guidelines orotherwise violating any provision of any present or future bank regulatory statute, rule,regulation or risk control program. If the applicable Wire Transfer Account does notcontain sufficient funds for the requested wire transfer, we may, at our option, acceptthe payment order for the wire transfer and debit any such account into overdraft, andwe shall not be liable for damages to you as a result thereof; provided, we have noobligation to debit any such account into overdraft. If we create an overdraft tocomplete a wire transfer, you agree to pay to us the amount of the overdraft upondemand, and, if applicable interest accruing on the amount of the overdraft from thedate of its creation at the maximum rate of interest permitted under applicable law. Youhereby authorize us to charge any of your accounts held by us (even if not a Wire

�

Transfer Account or a Mobile Account) at any time for such amount. Except as otherwise provided in this Section, we agree to use reasonable efforts toexecute each payment order for a wire transfer on the date received, provided that: (i)we receive your payment order no later than 4:30 p.m., Central Time; and (ii) such dayis a Business Day for us, the Federal Reserve, and the beneficiary's bank. In executingthe payment order for any wire transfer, we may utilize such means of transmission aswe reasonably select. If you originate multiple payment orders for execution on thesame day, we may execute the payment orders in any order convenient to us. If youdirect us to use a specific intermediary bank or specific means of execution, youassume all risks of failure or of non-payment by the intermediary bank and all risks ofloss by the means directed.

Canceling and Amending Payment Orders. If you wish to cancel or amend a paymentorder previously transmitted to us, you must transmit notice of the requestedcancellation or amendment in compliance with the Wire Transfer Security Procedures,and you must include the amount and recipient of the payment order in the notice. Wewill make a reasonable effort to comply with any request you make to cancel or amenda payment order that is made before our acceptance of that payment order but only ifour Wire Transfer Department has been given sufficient notice and a reasonableopportunity to act on it. We have no obligation or duty to cancel or amend a paymentorder received from you after we accept the payment order. If we consent to cancel oramend an accepted payment order, you shall indemnify and hold us harmless for allloss and expense, including attorneys' fees, relating to the cancellation andamendment or attempted cancellation and amendment.

�

Fees. You agree to pay the fees for wire transfers provided within the Mobile BankingService. You also agree to pay and reimburse us for all governmental and third party fees ortaxes arising out of or related to our providing the Wire Transfer Service to you.

L

Reliance on Your Instructions. You understand and agree that we will not verify the termsof any payment order submitted under this Service. You are solely responsible for theaccuracy and completeness of all data, instructions or other information provided to usregarding any wire transfer initiated. You authorize us to process each payment ordersubmitted in accordance with the information that we receive from you in accordance withthe Wire Transfer Security Procedures. We shall have no responsibility for any erroneousinformation you provide and no liability for any losses you may suffer that arise from orrelate to any erroneous information you provide for any payment order submittedhereunder.

L

Limitation of Liability. Except as otherwise required by applicable law, neither we nor ouraffiliates, third party service providers or their affiliates shall be liable, and you release andwaive any and all claims against us, our affiliates, third party service providers or theiraffiliates for any and all losses, damages, claims, judgments, costs and expenses incurred

L

by you or by any other person or entity, whether or not acting as your agent or employee,that arise from or relate to your use of the Wire Transfer Service. The limitations on theliability of the Bank, our affiliates, third party service providers or their affiliates provided inthis Section are in addition to, and shall not diminish, any limitations on this liabilitycontained elsewhere in these Terms of Use, any applicable Account Agreement or anyother agreement between you and us.

Indemnity.L

You agree to indemnify, protect and hold harmless the Bank, our service providers andaffiliates (including their respective officers, employees and agents) from and againstany and all losses, damages, claims, judgments, costs and expenses (includingreasonable attorneys' fees) arising from or relating to: (i) your use of the Wire TransferService; or (ii) any errors, negligence, action, inaction, or involvement by you, the Bank,our service providers and affiliates, or their actual or apparent officers, employees, andagents, in connection with the Wire Transfer Service, or otherwise, including, but notlimited to, third party claims for reimbursement or losses.

�

Actual receipt by us of proper notice or delivery of any information (including stoppayment, return, process, dishonor, and similar notices required under this Section orany agreement executed by you from time to time) from you before the deadlinerequired by us in our sole discretion is an express and non-waivable conditionprecedent to our related obligation to perform any service or to meet any deadlineimposed by law, regulation, or any person. You bear the burden of proof of the time andmanner of our actual receipt of any notice or transmittal of information.

�

Representations and Warranties. You represent and warrant that each electroniccommunication submitted to us through the Wire Transfer Service, including withoutlimitation each payment order, shall comply with this Section and all applicable law. Youagree to provide any additional information and to execute any additional documents oragreements that we may request in connection with your use of the Wire Transfer Service. EXCEPT AS REQUIRED BY LAW, THE BANK MAKES NO REPRESENTATIONS,WARRANTIES, AGREEMENTS, OR GUARANTIES, EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION: (I) ANY REPRESENTATIONS OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY ITEMSOR THE WIRE TRANSFER SERVICE PROVIDED BY THE BANK TO YOU; (II) ANYWARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTEDIN THE STATE IN WHICH THE BANK MAINTAINS YOUR MOBILE ACCOUNTS; (III)ANY WARRANTIES WITH RESPECT TO COMPLIANCE WITH THE ELECTRONICFUNDS TRANSFER ACT OR REGULATION E OF THE FEDERAL RESERVE BOARD; (IV)ANY RULE OR REGULATION OF ANY AUTOMATED CLEARING SYSTEM; OR (V) ANYSTATE ELECTRONIC FUND TRANSFER STATUTE OR REGULATIONS.

L

Identifying Information. You understand and agree that all wire transfers shall beexecuted on the basis of the following information provided in your payment order (whichis referred to collectively as "Identifying Numbers"): (i) account number or otherIdentifying Number for the beneficiary; and (ii) the Identifying Number for any bank to orthrough which the funds are to be sent (a "Receiving Bank"). The Bank and any otherbank processing the payment order for wire transfer (a "Processing Bank") may relysolely on the Identifying Numbers that you provide in your payment order, regardless ofwhether the order also identifies the beneficiary or Receiving Bank by name, and noProcessing Bank has any obligation to confirm that any Identifying Number applies to anynamed beneficiary or Receiving Bank or to identify any discrepancy between anyIdentifying Number and the name provided for any beneficiary or Receiving Bank. We have no obligation to determine whether the recipient identified in any paymentorder is the accountholder for the account to which funds are to be transferred. Ifyour instructions for any payment order contain any inconsistent information orother discrepancy regarding the name of the intended recipient and the accountinto which the funds are to be transferred, we shall make the transfer on the basisof the account number, even if that number identifies an account held by a personor entity other than the named recipient. If a payment order issued by youidentifies an intermediary bank or beneficiary's bank only by an Identifying Numberor by both name and Identifying Number, the Receiving Bank may rely on theIdentifying Number as the proper identification of the intermediary bank orbeneficiary's bank, even if such number identifies a person or entity di�erent fromthe bank identified by name; and the Receiving Bank need not determine whetherthe name and number refer to the same person or entity or whether the numberrefers to the bank. The foregoing is intended to be consistent with and subject to the terms andprovisions of Sections 4A-207 and 4A-208 of the Uniform Commercial Code as ine�ect in the state in which we maintain your Mobile Accounts. To the fullest extentpermitted by law, (i) knowledge (whether actual or constructive) by us of anydiscrepancy or inconsistency in the information provided in connection with anypayment order for a wire transfer shall not change or impair our right to execute apayment order for a wire transfer as provided herein, and (ii) neither we nor anyProcessing Bank shall have any liability for executing any payment order, even if ithas knowledge of the discrepancy or inconsistency.

L

10. Wire Transfers for Commercial Accounts


Wire Transfer Service to initiate outgoing domestic wire transfers from certain types of

commercial BBVA Mobile Accounts, including commercial checking, savings and money

market accounts. Each BBVA Mobile Account from which the Bank allows you to initiated wire

transfers is referred to as a "Wire Transfer Account." From time to time, the Bank may allow

wire transfers to be initiated from additional types of BBVA Mobile Accounts, and any such

additional types of BBVA Mobile Accounts will be automatically included in the Wire Transfer

Accounts that you may access through the Wire Transfer Service.

You may request the Wire Transfer Service by completing and submitting a Wire Transfer

Request Form. By completing and submitting a Wire Transfer Request Form or permitting

anyone to initiate a payment order for a wire transfer from a Wire Transfer Account, you agree

to the terms and conditions of this Section.

This Section incorporates: (i) the designations and other information you provide in each Wire

Transfer Request Form you execute through the Mobile Banking Service; (ii) any instructions

or additional information that may be provided to you regarding the Wire Transfer Service by

us or through the Mobile Banking Service; and (c) the Call-Back Amount that we will

separately communicate to you. This Section covers only outgoing wire transfers, and does

not apply to the processing and transmission of incoming, drawdown or any other wire

transfers, which may not be initiated under this Section or these Terms of Use.

You may initiate payment orders for domestic wire transfers through the Mobile Banking

Service, subject to the following restrictions and conditions:

Authorization for Wire Transfer Service. You authorize and direct us to process eachpayment order for a wire transfer submitted through the Wire Transfer Service and incompliance with the Security Procedures described in this Section. We have no obligationat any time to process any payment order that exceeds the Available Balance (as that termis defined in the applicable Account Agreement) in the Wire Transfer Account at the timethat you initiate the wire transfer. We have the right, but not the obligation, to refuse toprocess any payment order for the purpose of determining whether you authorized thepayment order, and shall incur no liability for any delay caused by exercising this right.Wire transfers are "funds transfers" under and for purposes of Article 4A of the UniformCommercial Code, as adopted in the state in which we maintain your Wire TransferAccounts.

L

Authorized Wire Users. On the Wire Transfer Request Form, you may designate one ormore Authorized Users who are authorized to initiate wire transfers using the Wire TransferService (each, an "Authorized Wire User"). You may designate each Wire Transfer Accountfrom which any Authorized Wire User may initiate wire transfers.

L

Security Procedures. In addition to using the Security Codes, you and each AuthorizedWire User also must use the security techniques that the Bank has established specificallyfor the Wire Transfer Service, which may include the use of randomly generated numbersand/or tokens or other security devices. These additional security techniques, togetherwith the Security Codes, are referred to as the "Wire Transfer Security Procedures." TheBank may change the Wire Transfer Security Procedures, and will provide instructions toyou about the requirements of the Wire Transfer Security Procedures in effect from time totime. You agree that you and each Authorized Wire User will take all actions required tocomply with the Wire Transfer Security Procedures, including maintaining theconfidentiality and security of your Security Codes and any security devices, changingyour Security Codes from time to time, and immediately reporting any suspected loss orunauthorized use of Security Codes or a security device. You agree to assume the risk ofloss with respect to any wire transfer initiated by any Authorized Wire User who has failedto comply with the Wire Transfer Security Procedures, and you agree to hold the Bankharmless from and against any loss caused by this failure.

L

Bank’s Option to Call-Back. If the amount of any wire transfer initiated through the WireTransfer Service equals or exceeds the Call-Back Amount separately communicated toyou, the Bank, in its sole discretion, may elect to contact you telephonically to confirm theauthorization for that wire transfer, even if doing so delays the execution of the wiretransfer. On the Wire Transfer Request Form, you must provide the names, telephonenumbers, and additional information for at least two (2) individuals who are authorized toreceive telephone calls from the Bank regarding payment orders for wire transferssubmitted through the Wire Transfer Service (each, an "Authenticator"). If allAuthenticators are unavailable or if an Authenticator contacted by the Bank is unable toauthenticate and confirm the payment order, the Bank may, at its discretion, suspend thattransaction or payment order. If an Authenticator is unable to authenticate and confirmthe payment order, the Bank shall not be required to contact any other person at yourbusiness. The Bank shall not be liable for any payment order that the Bank delays orsuspends based upon its inability to contact an Authenticator or the Authenticator’sinability to confirm the authenticity of the transaction or payment order.

L

Your Agreement to Security Procedure. You agree that the Wire Transfer SecurityProcedures constitute a commercially reasonable security procedure for you. You agree tobe bound by any payment order (or any request for cancellation or amendment of apayment order) for a wire transfer initiated through the Wire Transfer Service and acceptedby the Bank in compliance with the Wire Transfer Security Procedures, regardless ofwhether or not you or any Authorized Wire User actually authorized the wire transfer. If apayment order for any wire transfer is accepted by the Bank in compliance with the WireTransfer Security Procedures, and the payment order contains any error, to the full extentallowed by law you shall be liable for, and shall indemnify the Bank against, the amount ofthe payment order and all claims and all of the Bank’s losses and expenses, includingattorneys’ fees, relating to the erroneous payment order. The Bank’s recordsdemonstrating compliance with the Wire Transfer Security Procedures with respect to any

L

payment order will be deemed conclusive proof that the payment order received by theBank was authorized and you are bound by that payment order. If the payment order for awire transfer (or any request for cancellation or amendment of a payment order) receivedby the Bank was transmitted or authorized by you or any Authorized Wire User, you shallbe obligated to pay the amount of the payment order regardless of (i) whether or not theBank complied with the Wire Transfer Security Procedures with respect to that paymentorder, (ii) whether or not that payment order was erroneous in any respect, and (iii)whether or not that error would have been detected if the Bank had complied with suchSecurity Procedures.You acknowledge and agree that in the event you, whether acting directly or through an

Authorized Wire User, request the Bank to accept any payment order for a wire transfer

made by using any security procedures other than the Wire Transfer Security Procedures

set forth in these Terms of Use (which the Bank may accept or refuse at its discretion),

then you will be deemed to have chosen other security procedures after the Bank offered

and you refused security procedures that were commercially reasonable for you, and you

expressly agree to be bound by any payment order, whether or not authorized, issued in

your name in accordance with such other security procedures.

Transfer Requests.L

Initiating Transfers. Wire transfers shall be from Wire Transfer Accounts, and may be toany other account with the Bank, an affiliate of the Bank, or another bank or financialinstitution. You agree that, except as otherwise provided for in these Terms of Use, allwire transfers originated through the Wire Transfer Service shall comply with the WireTransfer Security Procedures, all other terms of these Terms of Use, and the terms andprovisions of Article 4A of the Uniform Commercial Code, as adopted in the state inwhich the Bank maintains your accounts.

�

Honoring Transfers. We will accept a payment order for a wire transfer only if theAuthorized Wire User places the order in accordance with the terms and requirementsstated in these Terms of Use. We have no obligation to honor, either in whole or in part,the payment order for any wire transfer (or the cancellation or amendment thereto)that: (i) exceeds the Available Balance (as that term is defined in the applicableAccount Agreement) in the Wire Transfer Account from which the transfer is requested;(ii) is not in accordance with each term and condition provided for in these Terms ofUse and applicable law; (iii) is not, or we believe may not be, authorized or correct; or(iv) is impracticable or not feasible to accept. In addition, we shall be excused fromfailure or delay in issuing or accepting a payment order for a wire transfer if suchissuance or acceptance would result in the Bank’s exceeding any limitation upon itsintraday net funds position established pursuant to present or future guidelines orotherwise violating any provision of any present or future bank regulatory statute, rule,regulation or risk control program. If the applicable Wire Transfer Account does not

�

contain sufficient funds for the requested wire transfer, we may, at our option, acceptthe payment order for the wire transfer and debit any such account into overdraft, andwe shall not be liable for damages to you as a result thereof; provided, we have noobligation to debit any such account into overdraft. If we create an overdraft tocomplete a wire transfer, you agree to pay to us the amount of the overdraft upondemand, and, if applicable, interest accruing on the amount of the overdraft from thedate of its creation at the maximum rate of interest permitted under applicable law. Youhereby authorize us to charge any of your accounts held by us (even if not a WireTransfer Account or a BBVA Mobile Account) at any time for such amount.Except as otherwise provided in this Section, we agree to use reasonable efforts to

execute each payment order for a wire transfer on the date received, provided that: (i)

we receive your payment order no later than 4:30 p.m., Central Time; and (ii) such day

is a Business Day for us, the Federal Reserve, and the beneficiary’s bank. In executing

the payment order for any wire transfer, we may utilize such means of transmission as

we reasonably select. If you originate multiple payment orders for execution on the

same day, we may execute the payment orders in any order convenient to us. If you

direct us to use a specific intermediary bank or specific means of execution, you

assume all risks of failure or of non-payment by the intermediary bank and all risks of

loss by the means directed.

Canceling and Amending Payment Orders. If you wish to cancel or amend a paymentorder previously transmitted to us, you must transmit notice of the requestedcancellation or amendment in compliance with the Wire Transfer Security Procedures,and you must include the amount and recipient of the payment order in the notice. Wewill make a reasonable effort to comply with any request you make to cancel or amenda payment order that is made before our acceptance of that payment order but only ifour Wire Transfer Department has been given sufficient notice and a reasonableopportunity to act on it. We have no obligation or duty to cancel or amend a paymentorder received from you after we accept the payment order. If we consent to cancel oramend an accepted payment order, you shall indemnify and hold us harmless for allloss and expense, including attorneys’ fees, relating to the cancellation andamendment or attempted cancellation and amendment.

�

Types of Wire Transfers. The Wire Transfer Service permits you both to submit paymentorders for one-time transfers and to develop templates for recurring and repetitive wiretransfers. The Wire Transfer Service provides instructions and procedures forsubmitting different kinds of wire transfers.

�

Fees. You agree to pay the fees for wire transfers provided in these Terms of Use and theMobile Application. You also agree to pay and reimburse us for all governmental and thirdparty fees or taxes arising out of or related to our providing the Wire Transfer Service toyou.

L

Reliance on Your Instructions. You understand and agree that, unless we, in our solediscretion, elect to confirm any payment order for a wire transfer that equals or exceedsthe Call-Back Amount, as described above, we will not verify the terms of any paymentorder submitted under this Section. You are solely responsible for the accuracy andcompleteness of all data, instructions or other information provided to us regarding anywire transfer initiated. You authorize us to process each payment order submitted inaccordance with the information that we receive from you in accordance with the WireTransfer Security Procedures. We shall have no responsibility for any erroneousinformation you provide and no liability for any losses you may suffer that arise from orrelate to any erroneous information you provide for any payment order submittedhereunder.

L

Limitation of Liability. Except as otherwise required by applicable law, neither we nor ouraffiliates, third party service providers or their affiliates shall be liable, and you release andwaive any and all claims against us, our affiliates, third party service providers or theiraffiliates for any and all losses, damages, claims, judgments, costs and expenses incurredby you or by any other person or entity, whether or not acting as your agent or employee,that arise from or relate to your use of the Wire Transfer Service. The limitations on theliability of the Bank, our affiliates, third party service providers or their affiliates provided inthis Section are in addition to, and shall not diminish, any limitations on this liabilitycontained in these Terms of Use, any applicable Account Agreement or any otheragreement between you and us.

L

Indemnity.L

You agree to indemnify, protect and hold harmless the Bank, our service providers andaffiliates (including their respective officers, employees and agents) from and againstany and all losses, damages, claims, judgments, costs and expenses (includingreasonable attorneys’ fees) arising from or relating to: (i) your use of the Wire TransferService; or (ii) any errors, negligence, action, inaction, or involvement by you, the Bank,our service providers and affiliates, or their actual or apparent officers, employees, andagents, in connection with the Wire Transfer Service, or otherwise, including, but notlimited to, third party claims for reimbursement or losses.

�

Actual receipt by us of proper notice or delivery of any information (including stoppayment, return, process, dishonor, and similar notices required under this Section orany agreement executed by you from time to time) from you before the deadlinerequired by us in our sole discretion is an express and non-waivable conditionprecedent to our related obligation to perform any service or to meet any deadlineimposed by law, regulation, or any person. You bear the burden of proof of the time andmanner of our actual receipt of any notice or transmittal of information.

�

Termination. In addition to the termination provided in these Terms of Use, we mayterminate the Wire Transfer Service at any time and without prior notice to you. We shall

L

use reasonable efforts to communicate notice of the termination to you promptly, and willprovide written confirmation of the termination if the initial notice of termination was notcommunicated in writing.

Representations and Warranties. You represent and warrant that each electroniccommunication submitted to us through the Wire Transfer Service, including withoutlimitation each payment order, shall comply with these Terms of Use and all applicable law.You also represent and warrant that: (a) No Wire Transfer Account is a "consumer account"as contemplated by the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq., andRegulation E, 12 CFR Part 205; and (b) You shall submit a payment order on a WireTransfer Account only for commercial purposes, and never for personal, family orhousehold purposes. You agree to provide any additional information and to execute anyadditional documents or agreements that we may request in connection with your use ofthe Wire Transfer Service.EXCEPT AS REQUIRED BY LAW, THE BANK MAKES NO REPRESENTATIONS,

WARRANTIES, AGREEMENTS, OR GUARANTIES, EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION: (I) ANY REPRESENTATIONS OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ANY ITEMS

OR THE WIRE TRANSFER SERVICE PROVIDED BY THE BANK TO YOU; (II) ANY

WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED

IN THE STATE IN WHICH THE BANK MAINTAINS YOUR ACCOUNTS; (III) ANY

WARRANTIES WITH RESPECT TO COMPLIANCE WITH THE ELECTRONIC FUNDS

TRANSFER ACT OR REGULATION E OF THE FEDERAL RESERVE BOARD; (IV) ANY

RULE OR REGULATION OF ANY AUTOMATED CLEARING SYSTEM; OR (V) ANY

STATE ELECTRONIC FUND TRANSFER STATUTE OR REGULATIONS.

L

Identifying Information. You understand and agree that all wire transfers shall beexecuted on the basis of the following information provided in your payment order (whichis referred to collectively as "Identifying Numbers"): (i) account number or otherIdentifying Number for the beneficiary; and (ii) the Identifying Number for any bank to orthrough which the funds are to be sent (a "Receiving Bank"). The Bank and any other bankprocessing the payment order for wire transfer (a "Processing Bank") may rely solely onthe Identifying Numbers that you provide in your payment order, regardless of whether theorder also identifies the beneficiary or Receiving Bank by name, and no Processing Bankhas any obligation to confirm that any Identifying Number applies to any namedbeneficiary or Receiving Bank or to identify any discrepancy between any IdentifyingNumber and the name provided for any beneficiary or Receiving Bank.We have no obligation to determine whether the recipient identified in any payment

order is the accountholder for the account to which funds are to be transferred. If

your instructions for any payment order contain any inconsistent information or

other discrepancy regarding the name of the intended recipient and the account

L

into which the funds are to be transferred, we shall make the transfer on the basis

of the account number, even if that number identifies an account held by a person

or entity other than the named recipient. If a payment order issued by you

identifies an intermediary bank or beneficiary’s bank only by an Identifying Number

or by both name and Identifying Number, the Receiving Bank may rely on the

Identifying Number as the proper identification of the intermediary bank or

beneficiary’s bank, even if such number identifies a person or entity di�erent from

the bank identified by name; and the Receiving Bank need not determine whether

the name and number refer to the same person or entity or whether the number

refers to the bank.

The foregoing is intended to be consistent with and subject to the terms and

provisions of Sections 4A-207 and 4A-208 of the Uniform Commercial Code as in

e�ect in the state in which we maintain your Accounts. To the fullest extent

permitted by law, (i) knowledge (whether actual or constructive) by us of any

discrepancy or inconsistency in the information provided in connection with any

payment order for a wire transfer shall not change or impair our right to execute a

payment order for a wire transfer as provided herein, and (ii) neither we nor any

Processing Bank shall have any liability for executing any payment order, even if it

has knowledge of the discrepancy or inconsistency.

11. ACH Payments for Commercial Accounts


ACH Payment Service to send employee, tax and vendor payments via the Automated

Clearing House network ("ACH"). You may request the ACH Payment Service and designate

the single commercial checking account among your BBVA Mobile Accounts from which

these payments will be made (the "ACH Account"). By completing and submitting an ACH

Request Form or permitting anyone to initiate a payment via ACH from the ACH Account, you

agree to the terms and conditions of this Section.

This Section incorporates: (a) the designations and other information you provide in each

ACH Request Form you complete and submit; (b) any instructions or additional information

that may be provided to you regarding the ACH Payment Service by us or through the Mobile

Banking Service or Online Banking; and (c) the Prepaid Entry Settlement Limit that we will

separately communicate to you. Unless otherwise defined in this Agreement, all capitalized

terms shall have the meaning given to them in the NACHA Operating Rules and Guidelines.

This Section covers only ACH credit entries, and does not apply to the processing and

transmission of ACH debit files, batches or items or other ACH credit entries, which may not

be initiated under this Section or these Terms of Use.

Definitions

"ACH Software" means the software that we use to provide the ACH Payment Service.L

"Authorized ACH User" means an individual whom you have designated as an AuthorizedUser, and also authorized to initiate Entries through the ACH Payment Service.

L

"Collected Funds" means (a) "Available Funds" (as that term is defined in the AccountAgreement) in the ACH Account, (b) funds available to you from a line of credit that maybe drawn upon and swept into the ACH Account on an automated basis, and (c) fundsavailable to you from an investment account that may be drawn upon and swept into theACH Account on an automated basis. Funds otherwise available from a line of credit orinvestment account that are or may be accessed on a manual sweep basis are notCollected Funds for the purpose of these Terms of Use.

L

"Corrected Entry" means an Entry submitted to correct an Incorrectly Formatted Entry.L

"Entry" means an ACH credit entry file (including any batches contained within a file)which is submitted to us for processing under this ACH Payment Service.

L

"Entry Window" means those specific times in each Business Day during which we maycollect and process Entries via our ACH systems.

L

"Fed" means the Federal Reserve Bank, to which all Entries for Recipients to be paidthrough other financial institutions must be sent.

L

"Incorrectly Formatted Entry" means an Entry for which the ACH file, as determined byus in our sole discretion, fails to conform to the requirements of any and all applicableNACHA Operating Rules and Guidelines.

L

"In-Process Entry" means an Entry initiated through this ACH Payment Service and inprocess on any date for which settlement has not occurred.

L

"Intended Transmission Date" means the last date on which we may transmit an Entry tothe Fed in order for the Entry to settle with the recipient on the Requested SettlementDate.

L

"Last Fed Entry Window" means the last Entry Window during which we may transmitEntries to the Fed. This Entry Window currently is scheduled for 6 PM Central Time.

L

"NACHA" means the National Automated Clearing House Association.L

You may make payments via this ACH Payment Service, subject to the following restrictions

and conditions:

"Overlimit Prepaid Entry" means an Entry that would cause the aggregate amount of allEntries submitted under this ACH Payment Service to exceed the Prepaid EntrySettlement Limit.

L

"Participating Depository Financial Institutions" means, collectively, the Bank and allother financial institutions holding accounts held by you and Recipients which areaccessible through an applicable regional clearing house association.

L

"Prepaid Entry Settlement Limit" means the maximum aggregate amount of all In-Process Entries that we will permit you to have outstanding at any given time. We willseparately communicate the amount of the Prepaid Entry Settlement Limit to you inwriting, and may increase or decrease this Limit by written notice to you at any time.

L

"Recipient" means the person, entity or other organization holding the account at aParticipating Depository Institution to which an Entry relates.

L

"Requested Settlement Date" means the date you initially request as the date for anEntry to settle with its Recipient.

L

"Rules" mean the operating rules and operating guidelines of the applicable regionalclearing house association and NACHA.

L

"Settlement Date" means, with respect to any Entry, the date on which such Entry isreported to the account of the Bank by the applicable Federal Reserve Bank in accordancewith the Rules.

L

Authorization for ACH Payment Service. You authorize and direct us to process eachEntry submitted through the ACH Payment Service and in compliance with the SecurityProcedures described below. You are responsible for generating and authorizing all Entriesand delivering the same to us in the form and format specified in this Section and by thesystem providing the ACH Payment Service.

L

Authorized ACH Users. You may establish one or more Authorized ACH Users. You alsomay establish procedures and limitations on the amount of Entries that an Authorized ACHUser may initiate from the ACH Account.

L

Security Procedures. In addition to using the Security Codes, you and each AuthorizedACH User also must use the security techniques that the Bank has established specificallyfor the ACH Payment Service, which may include the use of randomly generated numbersand/or tokens or other security devices. These additional security techniques, togetherwith the Security Codes, are referred to as the "ACH Security Procedures." The Bankmay change the ACH Security Procedures, and will provide instructions to you about the

L

requirements of the ACH Security Procedures in effect from time to time. You agree thatyou and each Authorized ACH User will take all actions required to comply with the ACHSecurity Procedures, including maintaining the confidentiality and security of yourSecurity Codes and any security devices, changing your Security Codes from time to time,and immediately reporting any suspected loss or unauthorized use of Security Codes or asecurity device. You agree to assume the risk of loss with respect to any ACH transferinitiated by any Authorized ACH User who has failed to comply with the ACH SecurityProcedures, and you agree to hold the Bank harmless from and against any loss caused bythis failure.

Your Agreement to Security Procedures. You agree that the ACH Security Proceduresconstitute a commercially reasonable security procedure for you. You agree to be boundby any Entry (or any request to reverse or cancel an Entry) for a transfer initiated throughthe Mobile Banking Service and accepted by us in compliance with the ACH SecurityProcedures, regardless of whether or not you or any Authorized ACH User actuallyauthorized the Entry. If an Entry is accepted by us in compliance with the ACH SecurityProcedures, and the Entry contains any error, to the full extent allowed by law you shall beliable for, and shall indemnify us against, the amount of the Entry and all claims and all ofour losses and expenses, including attorneys’ fees, relating to the erroneous Entry. Ourrecords demonstrating compliance with the ACH Security Procedures with respect to anyEntry will be deemed conclusive proof that the Entry received by us was authorized andyou are bound by that Entry.If an Entry (or any request to reverse or cancel an Entry) received by us was transmitted or

authorized by you or any Authorized ACH User, you shall be obligated to pay the amount of

the Entry regardless of (i) whether or not we complied with the ACH Security Procedures

with respect to that Entry, (ii) whether or not that Entry was erroneous in any respect, and

(iii) whether or not that error would have been detected if we had complied with the ACH

Security Procedures.

You acknowledge and agree that in the event you, whether acting directly or through an

Authorized ACH User, request us to accept any Entry made by using any security

procedures other than the ACH Security Procedures (which we may accept or refuse at

our discretion), then you will be deemed to have chosen other security procedures after

we offered and you refused security procedures that were commercially reasonable for

you, and you expressly agree to be bound by any Entry, whether or not authorized, issued

in your name in accordance with such other security procedures.

L

Prepayment for Entries. You authorize us, immediately upon our receipt of any Entry, todebit the ACH Account for the Collected Funds required by that Entry. You understandthat, because of the automated systems used to provide ACH services, we automaticallywill debit the ACH Account for that Entry, even if the Entry subsequently will be suspended,as described below in the provision regarding Incorrectly Formatted Entries, in the

L

provision regarding Entries that contain an ACH debit file, batch or item, and in theprovision regarding Overlimit Prepaid Entries and In-Process Entries. You agree that,whenever you submit an Entry to us for processing and transmission, you must haveCollected Funds in the ACH Account in an amount equal to or greater than the Entry, or, ifmore than one Entry is submitted, the aggregate amount of the submitted Entries. Youunderstand that we may debit the ACH Account either by actually deducting funds fromthe ACH Account or by placing a hold on funds in the ACH Account. In either case, once wehave debited the ACH Account for the funds required by the Entry, those funds will not beavailable to you for any other purpose, including the payment or settlement of other itemsfrom that ACH Account.

Timing for Prepayment of Entries. You acknowledge that we transmit Entries to the Fedonly during certain Entry Windows. You agree that, regardless of your requests orinstructions to us, we have no obligation to transmit any Entry to the Fed on a particularday unless there are Collected Funds in the ACH Account for that Entry before the Last FedEntry Window for that day. You agree that, in the event the Collected Funds required forany Entry do not become available in the ACH Account until after the Last Fed EntryWindow on the Intended Transmission Date, we are authorized to debit the ACH Accountfor the Collected Funds required for that Entry on the Intended Transmission Date, eventhough we may not transmit the Entry until an Entry Window on the next Business Day.You acknowledge and agree that, if the Collected Funds required for any Entry do

not become available in the ACH Account until after the Last Fed Entry Window on

the Intended Transmission Date, then the Entry may not settle with its intended

recipient until a date after the Requested Settlement Date.

L

Prohibited Payments. You agree not to use the ACH Payment Service to make anypayment using funds that were sent to you from outside the United States if the fundswere accompanied by instructions specifying one or more payments to be made withthose funds.

L

Insu�cient Collected Funds. If you do not have sufficient Collected Funds in the ACHAccount for any Entry, we have no obligation to process or to transmit that Entry, and maysuspend processing of that Entry. If you have submitted more than one Entry, we mayprocess and transmit only those Entries for which you have Collected Funds. If we receivean Entry for which there are insufficient Collected Funds in the ACH Account, we mayattempt to notify you, but you agree that we shall have no liability to you for failure to notifyyou regarding the insufficiency of Collected Funds. We will maintain the suspended Entry inour ACH system until the Requested Settlement Date, checking at each Entry Window tosee if sufficient Collected Funds have become available in the ACH Account for that Entry.If sufficient Collected Funds are not available in the ACH Account for the suspended Entryby 9 PM Central Time on the Requested Settlement Date, that Entry automatically will bedeleted from our ACH system. You acknowledge and agree that, if you submit an

L

Entry for which there are insu�cient Collected Funds in the ACH Account at thetime of submission, then

The Entry may be deleted from our ACH system and never settle with itsintended recipient, or

�

Even if Collected Funds should become available in the ACH Account at a later time, theEntry may not settle with its intended recipient until a date after the RequestedSettlement Date.

�

Incorrectly Formatted Entries. You agree to submit each Entry to us via an ACH file thatconforms to the requirements of any and all applicable NACHA Rules. You agree that wehave no obligation to process or to transmit any Incorrectly Formatted Entry, and we maysuspend that Entry, even if you have Collected Funds available in the ACH Account for thatEntry and we already have debited the ACH Account for those Funds. If we receive anIncorrectly Formatted Entry, we may attempt to notify you regarding the suspension andthe nature of the Incorrectly Formatted Entry’s formatting deficiencies, but you agree thatwe shall have no duty to correct the formatting and no liability to you for failure to providethis notice.You understand that any hold on Collected Funds covered by an Incorrectly Formatted

Entry will remain until the earlier of: (i) the Entry Window occurring after you have

submitted to us an authorization to delete the Incorrectly Formatted Entry, and after we

have had a reasonable period of time to act on that authorization; or (ii) our completion of

nightly system processing on the Requested Settlement Date.

You agree that, in order to correct an Incorrectly Formatted Entry, you must: (A) submit

authorization to delete the Incorrectly Formatted Entry to us, which shall cause us to

initiate in a subsequent Entry Window a credit to the ACH Account for the amount of

Collected Funds previously debited for the Incorrectly Formatted Entry; and (B) submit a

Corrected Entry to us. You acknowledge that, if we receive the Corrected Entry before

receiving the authorization to delete the Incorrectly Formatted Entry or if we receive both

the Corrected Entry and the authorization to delete during the same Entry Window, the

Corrected Entry will be processed first, and the Collected Funds required for the Corrected

Entry will be debited from the ACH Account before the amount of Collected Funds

previously debited for the Incorrectly Formatted Entry can be credited to the ACH Account.

We make no representation or warranty with respect to the amount of time that may pass

before a credit posts to the ACH Account for the Incorrectly Formatted Entry. You

acknowledge that, depending on when we receive the authorization to delete the

Incorrectly Formatted Entry, the credit to the ACH Account for the Incorrectly Formatted

Entry may not be posted until the next Business Day following your submission of that

authorization.

L

You acknowledge and agree that, because of the automated systems used to

provide ACH services:

Unless you have the Collected Funds required for both an Incorrectly Formatted Entryand a Corrected Entry in the ACH Account at the time you submit the Corrected Entry,the Corrected Entry may not be transmitted until the credit for the Collected Fundsdebited in connection with the Incorrectly Formatted Entry is posted to the ACHAccount; and

�

If you submit an Incorrectly Formatted Entry, then: (i) that Entry may be deleted fromour ACH system and never settle with its intended recipient, or (ii) even if you send aCorrected Entry, that Entry may not settle with its intended recipient until a date afterthe original Requested Settlement Date.

�

Entries Under This Addendum May Not Contain Debit Files, Batches or Items. Youagree to include only ACH credit files, batches and items within an Entry submitted underthis ACH Payment Service. You agree that, if any prepaid Entry submitted under this ACHPayment Service contains an ACH debit file, batch or item, we have no obligation toprocess or to transmit that Entry and we may suspend that Entry, even if you haveCollected Funds available in the ACH Account for that Entry, and we already have debitedthose Collected Funds from the ACH Account. You understand that, if you wish to submitACH debit items, you first must obtain our approval and enter into a separate agreementwith us.If we receive an Entry that contains an ACH debit file, batch or item, we may attempt to

notify you regarding the suspension of that Entry, but you agree that we shall have no duty

to correct the Entry by deleting the ACH debit file, batch or item, and no liability to you for

failure to provide this notice. Any Entry that contains an ACH debit file, batch or item will

be considered an Incorrectly Formatted Entry. You understand that any hold on Collected

Funds covered by an Entry that contains an ACH debit file, batch or item will remain until

earlier of: (i) the Entry Window occurring after you have submitted to us an authorization

to delete the Incorrectly Formatted Entry, and after we have had a reasonable period of

time to act on that authorization; or (ii) our completion of nightly system processing on the

Requested Settlement Date.

You acknowledge that, if you submit another Entry to replace an Entry that contains an

ACH debit file, batch or item, and we receive the Corrected Entry before receiving your

authorization to delete the original Entry or we receive both the Corrected Entry and the

authorization to delete during the same Entry Window, the Corrected Entry will be

processed first, and the Collected Funds required for the Corrected Entry will be debited

from the ACH Account before the amount of Collected Funds debited for the original Entry

can be credited to the ACH Account.

L

We make no representation or warranty with respect to the amount of time that may pass

before a credit posts to the ACH Account upon the deletion of any Entry. You acknowledge

that, depending on when we receive the authorization to delete an Entry, the credit to the

ACH Account for the deleted Entry may not be posted until the next business day following

your submission of that authorization.


provide ACH services, if you submit any Entry that contains an ACH debit file, batch

or item, then:

The Entry may be deleted from our ACH system and never settle with its intendedrecipient;

�

The Entry may not settle with its intended recipient until a date after the originalRequested Settlement Date; and

�

The Entry will be considered an Incorrectly Formatted Entry.�

Overlimit Prepaid Entries; Entries In Excess Of Prepaid Entry Settlement Limit. Youagree that we have no obligation to process or to transmit an Overlimit Prepaid Entry. Wewill treat each submission of an Overlimit Prepaid Entry as your request for approval of anincreased Prepaid Entry Settlement Limit, which we may grant or deny at our solediscretion. If you submit an Overlimit Prepaid Entry, we may suspend the Overlimit PrepaidEntry and any or all In-Process Entries, even if you have Collected Funds available in theACH Account for the Overlimit Prepaid Entry and the In-Process Entries, and we alreadyhave debited Collected Funds from the ACH Account for any or all of those Entries. Foreach Entry suspended because your In-Process Entries exceed the Prepaid EntrySettlement Limit, we will evaluate your request for an increased Prepaid Entry SettlementLimit and notify you as promptly as practicable, but in no event later than two (2) businessdays after suspending the Entry, whether we will: (i) process and transmit that Entry; or (ii)reject that Entry and credit the ACH Account for the amount of that Entry.If you wish to initiate an Entry that would cause the amount of In-Process Entries to exceed

the Entry Settlement Limit, you may submit to us your request to initiate an Entry that

otherwise would be an Overlimit Entry. You must submit your request at least two (2)

business days prior to the date on which you wish to initiate the Entry that otherwise would

be an Overlimit Entry. We may require you to provide financial or other information in order

to assist us in evaluating your request. We may grant or deny your request in our sole

discretion.


provide ACH services, if you submit any Overlimit Prepaid Entry, then:

L

The Overlimit Prepaid Entry and any related In-Process Entry may be suspended andwe will determine whether to approve the processing of all of those Entries; and

�

Even if we determine to approve the processing of Entries in excess of your PrepaidEntry Settlement Limit, the Overlimit Prepaid Entry and related In-Process Entries maynot settle on the Requested Settlement Date unless you have allowed an additional two(2) business days for processing those Entries.

�

Reversing Erroneous Files, Batches or Items. If you send an erroneous file, batch oritem, you must contact us to request us to initiate a reversal of that file, batch or item. Youagree and acknowledge that if we receive a Notice of Correction (“NOC”) file from anotherfinancial institution that results from an Entry you submit, the Entry that caused the NOCmay be modified to reflect the corrected information received in the NOC andretransmitted. If the Entry that caused the NOC is a recurring Entry, all subsequenttransmissions may be modified to reflect the corrected information received in the NOC.

L

Multiple Entries. If you submit multiple Entries during a single Entry Window, we mayprocess those Entries in any order as determined by us in our sole discretion. If there areinsufficient Collected Funds in the ACH Account to pay any Entry, we may suspend thatEntry and process any remaining Entries. If you submit one or more additional Entrieswhile a previous Entry remains suspended, we will process the additional Entries, and thenwill re-process each suspended Entry to determine whether there are sufficient CollectedFunds in the ACH Account for that Entry.

L

Your Additional Obligations.L

Signed Authorization. Prior to the initiation of the first Entry to the ACH Account, youwill obtain completed and duly executed written authorization agreements("Authorization Agreements") from all Recipients that desire preauthorized electronictransfers to their accounts with Participating Depository Financial Institutions("Recipient ACH Accounts"). The Authorization Agreements shall authorize you toinitiate Entries with respect to each Recipient ACH Account. The AuthorizationAgreements shall be in a form that complies with the Rules, Regulation E of the Boardof Governors of the United States Federal Reserve Board, the Electronic Funds TransferAct, and all other applicable federal and state laws and regulations. You agree toprovide a copy of the Authorization Agreement to the Recipient at the time it isexecuted. You agree to retain and maintain the original or a microfilm or other copy ofthe Authorization Agreement and its records relating to the Authorization Agreementas required by the Rules. Without limiting any term or provision of these Terms of Use,you shall indemnify and hold us harmless for your failure to comply with the terms ofthe preceding sentence. Upon our request, an Originating Depository FinancialInstitution, or a Receiving Depository Financial Institution, you shall promptly furnishan original or copy of the Authorization Agreement to the requesting party. If theRecipients' Authorization Agreements are changed, you shall not initiate any Entries to

�

or from those Recipients' ACH Accounts, except in accordance with the AuthorizationAgreement as changed. You shall not initiate any Entries to or from any Recipients' ACHAccounts after expiration, termination, or cancellation of those Recipients'Authorization Agreements. You agree to release and hold us harmless from and againstany loss, cost, demand, action or cause of action arising from any dispute between youand any Recipient with respect to any Authorization Agreement.

Notice of Entries. You shall provide each Recipient with positive written notice of eachcredit Entry to the Recipient's ACH Account, and shall otherwise fully comply with theprovisions of the Electronic Funds Transfer Act, Regulation E of the Board of Governorsof the United States Federal Reserve Board and any applicable state law, rules orregulations governing electronic fund transfers.

�

Delivery. You shall be solely responsible for submitting all Entries within the timeperiods specified in the Instructional Material and, upon our request, for delivering tous any other data, information, instruments, and documents relating to each Entrysubmitted through the ACH Payment Service. We may reject any Entry determined byus, in our sole discretion, to have been submitted after or before the time required byany applicable schedule or deadline.

�

Training Authorized ACH Users. You are solely responsible to assure that eachAuthorized ACH User shall be trained on and familiar with the systems used to providethe ACH Payment Service, the procedures described in this Addendum, and NACHA’sRules and ACH Originators Handbook.

�

Scope of the ACH Payment Service. We will process and transmit the Entries submittedthrough the ACH Payment Service to the Participating Financial Depository Institutions,subject to the Rules and these Terms of Use. We have no obligation to act on, correct,reverse, adjust, or stop payment or posting of Entries or Entry data that does not complywith the requirements or deadlines of the Bank or the Rules. We have no obligation todetect errors with respect to any Entry. However, if we detect an error with respect to anEntry, we will attempt to give you notice of the error, and you agree to furnish to uscorrections promptly via the systems that provide the ACH Payment Service or as we shalldirect. If you discover that any Entry is in error, you immediately shall give telephonicnotice to us of the complete nature of the error and each affected Entry, and immediatelythereafter shall confirm your telephonic notice in writing. You have no right to reverse,adjust or stop payment or posting of any Entry after the Entry has been transmitted by usor subsequent to any earlier time as the Rules or we may prescribe from time to time,except in accordance with procedures contained in the Rules, or any other applicableagreement. We reserve the right to limit the nature and amount of the Entries processedunder this ACH Payment Service and to refuse to process any Entry if, in our sole judgment(a) there is reasonable cause to believe that any Entry will be returned or will not settle inthe ordinary course of the transaction for any reason, (b) to do otherwise would violate anylimit set by the applicable clearing house association or any governmental authority or

L

agency to control payment system risk, or (c) an Entry would create an overdraft of anACH Account. If any of the foregoing actions are taken by us with respect to a particularEntry, we will notify you as promptly as practicable, but in no event later than two (2)business days after our decision. We have no obligation at any time to process any Entrythat exceeds the Collected Funds in the ACH Account at the time that you initiate theEntry. We have the right, but not the obligation, to refuse to process any Entry for thepurpose of determining whether you authorized the Entry, and shall incur no liability forany delay caused by exercising this right. We have no obligation whatsoever at any time toverify any Entry or to confirm that the Entry is initiated to make employee, tax or vendorpayments, and we will have no liability for failing to verify any Entry or confirm the purposeof any Entry.

E�ect of Rules. You agree to comply with and be bound by the Rules, as they may beamended from time to time, including all limitations and requirements imposed upon youas an "Originator" under the Rules. Any changes in the Rules shall be deemedautomatically to amend these Terms of Use, effective as of the date the changes in theRules become effective. You agree that no Rule shall be deemed to diminish our rightsunder these Terms of Use, except in the case of direct conflict, in which event the Rulesshall control. Without limiting the foregoing, we may issue from time to time operatingrules and procedures to you describing the operating procedures for the ACH PaymentService. From time to time, we may also issue updates to the operating rules andprocedures. You agree that you will access and utilize the ACH Payment Service inaccordance with our operating rules and procedures.

L

Fees. You agree to pay the fees for the ACH Payment Service provided in these Terms ofUse and the Mobile Application. You also agree to pay and reimburse us for allgovernmental and third party fees or taxes arising out of or related to our providing theACH Payment Service to you.

L

Reliance on Your Instructions. You understand and agree that, unless we, in our solediscretion, elect to do so, we will not verify the terms of any Entry submitted through theACH Payment Service. You are solely responsible for the accuracy and completeness of alldata, instructions or other information regarding any Entry that is provided to us. Youauthorize us to process each Entry submitted through the ACH Payment Service inaccordance with the information that we receive from you in accordance with the ACHSecurity Procedures. We shall have no responsibility for any erroneous information youprovide, and no liability for any losses you may suffer that arise from or relate to anyerroneous information you provide for any Entry submitted through the ACH PaymentService.

L

Limitation of Liability. Except as otherwise required by applicable law, neither we nor ouraffiliates, third party service providers or their affiliates shall be liable, and you release andwaive any and all claims against us, our affiliates, third party service providers or theiraffiliates for any and all losses, damages, claims, judgments, costs and expenses incurred

L

by you or by any other person or entity, whether or not acting as your agent or employee,that arise from or relate to your use of the ACH Payment Service. The limitations on theliability of the Bank, our affiliates, third party service providers or their affiliates provided inthis Section are in addition to, and shall not diminish, any limitations on this liabilitycontained in these Terms of Use, any applicable Account Agreement or any otheragreement between you and us.

Indemnity.L

You agree to indemnify, protect and hold harmless the Bank, our service providers andaffiliates (including their respective officers, employees and agents) from and againstany and all losses, damages, claims, judgments, costs and expenses (includingreasonable attorneys’ fees) arising from or relating to: (i) your use of the ACH PaymentService; (ii) any errors, negligence, action, inaction, or involvement by you, the Bank,our service providers and affiliates, or their actual or apparent officers, employees, andagents in connection with the ACH Payment Service, or otherwise; (iii) submission of:(A) any Entry for which there are insufficient Collected Funds at the time of submission;(B) any Incorrectly Formatted Entry; (C) any prepaid Entry submitted through the ACHPayment Service that contains an ACH debit file, batch or item; or (D) any Entry thatlater is delayed or suspended for any other reason.

�

Actual receipt by us of proper notice or delivery of any information (e.g., stop payment,return, processing, dishonor and similar notices required by law or under this Section,these Terms of Use, the Rules, or any other applicable agreement) from you before thedeadline required by us in our sole discretion is an express and non-waivable conditionprecedent to our related obligation to perform any service or to meet any deadlineimposed by law, any agreement or any person. You bear the burden of proof of the timeand manner of our actual receipt of any notice or transmittal of information.

�

Termination. In addition to any other termination rights provided in these Terms of Use,we may terminate the ACH Payment Service at any time and without notice to you or anyother person if, on three (3) or more separate dates, you submit any Entry for which thereare insufficient Collected Funds in the ACH Account at the time of submission. We shalluse reasonable efforts to communicate notice of the termination to you promptly, and willprovide written confirmation of the termination if the initial notice of termination was notcommunicated in writing.

L

Representations and Warranties. You represent and warrant that each electroniccommunication submitted through the ACH Payment Service, including without limitationeach Entry, shall comply with these Terms of Use, the NACHA Rules and all applicable law.You also represent and warrant that: (a) The ACH Account is not a "consumer account" ascontemplated by the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq., and Regulation E,12 CFR Part 205; (b) You shall submit an Entry on the ACH Account only for commercialpurposes, and never for personal, family or household purposes; (c) You shall submit an

L

EXCEPT AS REQUIRED BY LAW, THE BANK MAKES NO REPRESENTATIONS,

WARRANTIES, AGREEMENTS, OR GUARANTIES, EXPRESS OR IMPLIED, INCLUDING,

WITHOUT LIMITATION: (I) ANY REPRESENTATIONS OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE AS TO THE ACH PAYMENT SERVICE

PROVIDED BY THE BANK TO YOU; (II) ANY WARRANTIES ARISING UNDER THE

UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE IN WHICH THE BANK

MAINTAINS YOUR ACCOUNTS; (III) ANY WARRANTIES WITH RESPECT TO

COMPLIANCE WITH THE ELECTRONIC FUNDS TRANSFER ACT OR REGULATION E OF

THE FEDERAL RESERVE BOARD; (IV) ANY RULE OR REGULATION OF ANY

AUTOMATED CLEARING SYSTEM; OR (V) ANY STATE ELECTRONIC FUND TRANSFER

STATUTE OR REGULATIONS.

Entry only to make an employee, tax or vendor payment, and for no other purpose; and (d)Each Entry shall be in the form of an unbalanced file. As used in this provision, anunbalanced file means an Entry that contains only the originating items for that Entrywithout any corresponding offset or settlement transaction. All Prenotifications andEntries shall be submitted through the ACH Payment Service prior to the opening ofbusiness on the applicable Settlement Date in computer readable media as providedunder the Rules, and in the record format specified by us from time to time. We may rejectany Entry which we determine in our sole discretion not to be in compliance with our thenapplicable format requirements, the Rules, any federal or state laws or regulations, or theterms and conditions of these Terms of Use. You agree that we have no responsibility todetermine whether you have complied with any federal or state law or regulation. Youagree to provide any additional information and to execute any additional documents oragreements that we may request in connection with your use of the ACH Payment Service.

12. Rewards

A. Simple Cash Back℠

Subject to the following terms and conditions (collectively, this “Section”), the BBVA Simple

Cash Back℠ program (the “Program”) permits certain Mobile Banking users to receive offersfor Rewards to be provided by Participating Merchants through the Mobile Banking Service, as

described below. BBVA reserves the right to disqualify Mobile Banking users who violate the

following terms or any Program terms presented within the Mobile Application, as they may

be changed from time to time. We do not share individually identifiable information with

merchants as part of the Program, and you may choose to opt-out of receiving offers for

Rewards as provided in “Your Right to Opt-Out” below.

Definitions:


“Participating Merchant” means any seller of goods or services who offers or makesavailable Rewards through the Program.

L

“Program” means the BBVA Simple Cash Back program, as modified or amended fromtime to time, whereby Mobile Banking customers may receive and activate offers to earncash rewards, discounts, or other incentives from Participating Merchants by using theBBVA American Express or Visa Check Card or Credit Card linked to a Qualifying Accountto purchase goods or services from the Participating Merchants. The Program may beprovided directly by the Bank or indirectly through a Service Provider.

L

®

“Qualifying Account” means any BBVA deposit account or BBVA credit card account youown that is a BBVA Mobile Account and is eligible, as determined by us in our discretion, toparticipate in the Program or to which or through which Rewards are offered, madeavailable or credited.

L

“Qualifying Purchase” means any purchase made with a BBVA American Express or VisaCheck Card or Credit Card issued to a Qualifying Account that meets the terms andconditions of a specific Reward offer you have activated through the Mobile BankingService.

L

“Reward” means any cash reward, discount, or other incentive made available, offered, orcredited to you, or accepted or received by you, through the Program.

L

Enrollment. Qualifying Accounts will be automatically enrolled in the Program. There isno charge for participating in the Program at this time. If we determine to charge fees inthe future, we will notify you as provided in Section 1 of these Terms of Use before we begincharging any fees for participation in the Program.

L

Your Right to Opt-Out. Receiving offers for rewards as part of the Program is optional,and you may choose to opt-out of receiving offers for Rewards at any time. To opt-out, youmust sign in to Online Banking and follow the opt-out instructions provided within theProgram section of Online Banking. If you opt-out, you will not receive any further Programoffers, and you will not earn any Rewards on purchases you made after you opt-out, even ifyou were provided with an offer prior to opting-out.

L

Earning Rewards. In order to earn any Reward you must first click on the offer withinMobile Banking. To earn any Reward offered through the Program, you must use the BBVAAmerican Express or Visa Check Card or Credit Card associated with the QualifyingAccount that received the offer. You will earn a Reward from Participating Merchantsbased on the total amount of a Qualifying Purchase. The amount of any Reward available

L

and any specific terms and conditions related to a particular offer will be included in theoffer. However, in general, a Reward will not be earned for any portion of your purchasethat you pay for with store credit, gift certifications or other payment types. We reservethe right to determine, in our sole discretion, whether a particular BBVA American Expressor Visa Check Card or Credit Card transaction is a Qualifying Purchase. Rewards arecredited only on Qualifying Purchases. When goods or services purchased with your BBVAAmerican Express or Visa Check Card or Credit Card are returned within thirty (30) daysafter the initial date of purchase, you will not earn a Reward for such purchase. Subject todifferent terms and conditions that may apply to a specific offer, Qualifying Purchases canbe made online, at a store location, or by telephone. You will not earn any Reward as part ofthis Program if you are using a non-BBVA debit card/credit card or any method of paymentother than the BBVA American Express or Visa Check Card or Credit Card for theQualifying Account that received the offer. A Participating Merchant may withdraw anyunactivated Reward offer at any time. No Participating Merchant has any obligation torepeat or re-offer any Reward. Participating Merchants may join and leave the Program atany time and leave from time to time.

Receiving Rewards. We will credit any Reward to your Qualifying Account upon receivingpayment of that Reward from the Participating Merchant, which generally is one monthfollowing the month a Reward is earned. For specific information regarding Rewardsearned, you may visit the Program section of Online Banking. Since we don’t share yourpersonal information with merchants as part of the Program, we cannot credit yourQualifying Account immediately at the time a Qualifying Purchase is made. In the eventthat you have made a Qualifying Purchase for which you did not receive the Reward or ifyou believe the amount you received is incorrect, please contact BBVA as provided inSection 1 of these Terms of Use. We will attempt to resolve your dispute, but ParticipatingMerchants (not BBVA) are solely responsible for the payment of any Reward offeredthrough the Program, as described more fully in “Disputes with Participating Merchants.”

L

Taxes and Fees. It is your responsibility to determine what, if any, taxes apply to anyRewards you may earn or receive through this Program and you will be solely responsiblefor any federal, state, or local taxes resulting from any Rewards earned or received by you.In the event any Reward is subject to any fulfillment, redemption or other incidental fees orcharges, you will be solely responsible for such fees and charges.

L

No Rewards if Account Closed or Not in Good Standing. If your Qualifying Account isclosed for any reason prior to the crediting of any earned Reward to your QualifyingAccount, or if your Qualifying Account is otherwise not in good standing or unable toreceive credits, such Reward will be forfeited in its entirety, and neither we nor theParticipating Merchant shall have any liability to you as a result thereof.

L

Program Void Where Prohibited. The Program is void where prohibited by federal, state,or local law. Rewards may not be valid where restricted by federal, state, or local law, and

L

we shall have no liability to you whatsoever in the event any applicable law invalidates anyReward.

Exclusions of Warranties. PARTICIPATING MERCHANTS ARE NOT AFFILIATED WITHBBVA OR ANY OF ITS AFFILIATED COMPANIES. WE DO NOT MAKE, AND WE HEREBYDISCLAIM, ANY REPRESENTATION, WARRANTY, OR ENDORSEMENT (INCLUDING,WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OFFITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY AND ALLPARTICIPATING MERCHANTS AND ANY AND ALL OF THEIR RESPECTIVE GOODSAND/OR SERVICES.

L

Disputes with Participating Merchants.L

About goods or services – If you have any claim against or dispute with anyParticipating Merchant concerning goods or services purchased from the ParticipatingMerchant, you agree to resolve such claim or dispute directly with the ParticipatingMerchant. You agree that we shall have no liability whatsoever arising out of such claimor dispute, and you agree not to involve us in such claim or dispute.

�

About Rewards – Participating Merchants are solely responsible for establishing theterms and conditions for Reward offers, and you are solely responsible for complyingwith such terms and conditions as necessary to earn and receive Rewards fromParticipating Merchants. Participating Merchants are solely responsible for thepayment of any Reward offered through the Program. You acknowledge and agree thatBBVA assumes no responsibility for, and shall have no liability to you for the payment ofany Reward.

�

About charges on your BBVA Check Card or Credit Card – If you have any dispute withany Participating Merchant concerning a charge on your BBVA Check Card or CreditCard, you must report that dispute to us as provided in a separate agreement for yourCheck Card or Credit Card, not the Error Resolution provisions of these Terms of Use.

�

Limitation of Liability. You agree that BBVA shall have no liability to you for, and youhereby absolutely and unconditionally release and discharge us, our affiliates, and therespective officers, directors, shareholders, agents and employees of both, from any andall losses, costs, suits, damages, claims, liabilities, and expenses (including, withoutlimitation, reasonable attorneys' fees) arising from or related in any way to (i) the Program,(ii) the performance or non-performance by any Participating Merchant of any of itsobligations related to any Reward (including, without limitation, the payment of anyReward), and/or (iii) any goods or services purchased or otherwise obtained by you fromany Participating Merchant and/or any act or omission by any Participating Merchant inconnection with any transaction between you and any Participating Merchant. In the eventyou are dissatisfied in any way with respect to the Program, or any transaction with a

L

B. BBVA Rewards℠

BBVA provides promotional rewards programs applicable to credit card accounts, including

without limitation: BBVA Points, Rewards Card, Select Credit Card, BBVA American Express

Card, and Business Rewards (referred to collectively as “Rewards Programs”). As described

in this Section of the Mobile Banking Terms of Use, “you” or "your" means everyone that may

be a business or consumer accountholder (joint or otherwise) on a BBVA Credit Card.

Participating Merchant, your sole and exclusive remedy as between you and us shall be toopt-out of receiving offers for Rewards.

Third Party Websites. In connection with the Program, we may provide links to thewebsites of Participating Merchants or other third parties (any such website, a "ThirdParty Website"). We do not own, operate, control or maintain Third Party Websites, andany links to such websites are provided strictly for your convenience. If you click a link for aThird Party Website, you will be leaving the Mobile Application and entering the Third PartyWebsite. We (i) do not control nor are we responsible for the content, products and/orservices provided by or through any Third Party Website, (ii) do not endorse or guaranteethe products, information, or recommendations provided by or through any Third PartyWebsite, and (iii) are not liable for any failure of the products or services advertised on orprovided by or through any Third Party Website. The privacy and information-sharing andsecurity policies and procedures of Third Party Websites are separate and distinct fromour policies and procedures, and a Third Party Website may not be as secure as ourwebsite.

L

Frequently Asked Questions. Any frequently-asked-questions and other informationalmaterial regarding the Program that is published at our website (collectively, "FAQs")constitute a part of these Program terms and are incorporated herein by reference;provided, that in the event of a conflict between such FAQs and the Program terms setforth herein, the terms set forth herein shall govern and control.

L

Termination; Changes to the Program. We reserve the right to suspend or terminatethe Program or to change the Program’s terms, in whole or in part, at any time with orwithout notice, even though changes may affect your ability to earn Rewards. If notice isgiven, it will be given to you in accordance with Section 1 of these Terms of Use. Yourcontinued participation in the Program after any change shall be deemed to be youracceptance of any such change. If you do not agree to any change of these terms, youmust immediately cease participation in the Program. We will attempt to give advancenotice to you before terminating or making changes to the Program, unless immediatechanges are required by law or by other circumstances beyond our control.

L

Subject to the independent agreements that provide rules, terms, and conditions for each

respective Rewards Program, you may use this Service to view your Rewards Program point

balances. When available, you may also use this Service to access your Rewards Program

website to redeem your rewards. The Rewards Program agreements were given to you with

your account and are available online by clicking the following links for your Rewards Program:

The ability to view and redeem Rewards Points via Mobile Banking will be delayed, interrupted

or unavailable from time to time. BBVA and its affiliates shall not be liable for any claim arising

from or related to any such delay, interruption or unavailability. We reserve the right to

change, suspend, or terminate Rewards Program Services within Mobile Banking.

BBVA Points (/credit-cards/rewards/bbva-points-program/bbva-points-program-

terms.html)

L

Rewards Card (/credit-cards/bbva-rewardscard/rewardsterms.html)L

Select Credit Card (/credit-cards/rewards/bbva-points-program/bbva-points-pro-

gram-terms.html)

L

BBVA American Express Card

(/content/bbvacompass/en/personal/disclosure/amexrewards.html)

L

Business Rewards (/content/bbvacompass/en/business/credit-

card/rewards/terms.html)

L

Contact Information. Customers may contact BBVA about the program, to makeredemptions, or with specific questions related to Rewards Programs by calling therewards redemption center at 844-285-8383 or through the Rewards Program website,which can be accessed via Mobile Banking.

L

Limitation of Liability. Except as otherwise required by applicable law, neither we nor ouraffiliates, third party service providers or their affiliates shall be liable, and you release andwaive any and all claims against us, our affiliates, third party service providers or theiraffiliates for any and all losses, damages, claims, judgments, costs and expenses incurredby you or by any other person or entity, whether or not acting as your agent or employee,that arise from or relate to your use of the Service to view or manage your RewardsProgram. The limitations on the liability of the Bank, our affiliates, third party serviceproviders or their affiliates provided in this Section are in addition to, and shall notdiminish, any limitations on the liability contained in this Agreement, any applicableRewards Program agreement, or any other agreement between you and us.

L

Communications. We may provide any and all future communications related to theRewards Program and/or the Terms and Conditions (including any changes to them) that

L

apply to your Rewards Program through the Rewards Program website, which can beaccessed via Mobile and Online Banking.

13. Personal Financial Management

This Service is an Internet account aggregation service offered to you by BBVA, through our

Service Providers. Subject to the following terms and conditions (collectively, this "Section"),

you may use this Service to aggregate personal financial and other information from BBVA, its

subsidiaries and affiliates, third party financial institutions, and/or other third parties that you

can access through the Internet, and to view that information in the Mobile Application

through the use of a single username and password. You cannot use the Service to make

transactions or transfer funds. Information about all of your BBVA Mobile Accounts is

automatically added to the Service. You may also add information about accounts you

maintain at other institutions and that are accessible through the Internet (“Third Party

Accounts”).

The Service allows you to view information about FDIC-insured deposit products (such

as checking, savings and money market accounts), non-FDIC insured products (such

as brokerage or 401K accounts), and non-financial products (such as frequent flyer

miles). Including information about an account or product in the Service does not

mean that the account or product is a BBVA account, product or other obligation or

that the account or product is insured by the FDIC.

a. Use of the Service

You agree to use the Service only as permitted by these Terms of Use. We may terminate your

access to the Service if any conduct on your part constitutes a violation of these Terms of Use.

In order to use the Service, you must be at least 18 years old, a United States resident and

legally capable to enter into contracts.

Provide Accurate Information. You agree to provide true, accurate, current and completeinformation about yourself and your Third Party Accounts, and you agree not tomisrepresent your identity or your account information. Accurate records enable us toprovide the Service to you. You agree to keep your account information up-to-date andaccurate.

L

Illegal Use of the Service. You agree that the Service is not to be used for illegal purposesor for the transmission of material that is unlawful, harassing, libelous (untrue anddamaging to others), invasive of another’s privacy, abusive, threatening, sexually explicit,pornographic or obscene, or that infringes on the rights of others. We may terminate youruse of the Service immediately and without notice to you if we discover you or someoneusing your Security Codes has used the Service in this manner.

L

Proprietary Rights. You agree that we own all rights to the information and Contentdisplayed in the Service, as defined in “Content You Provide” below. You are only permittedto use this Content as expressly authorized by the Service. You may not copy, reproduce,distribute, or create derivative works from this Content. If you access Zillow content, youagree that you will not use Zillow data for any other purpose than for your individual use. Further, you agree not to reverse engineer or reverse compile any of our technology,including but not limited to, any Java applets associated with the Service.

L

Restrictions on Commercial Use or Resale. Your right to use the Service is personal toyou; therefore, you agree not to resell or make any commercial use of the Service.

L

Use of Marks, Materials and Suggestions. The names, logos and all related product andservice names, design marks and slogan are the property of BBVA, our affiliates andservice providers. You are not authorized to use our names or marks in any advertising,publicity or in any other commercial manner without our prior written consent. You mayuse, copy and distribute the materials found in the Service for internal, noncommercial,informational purposes only. All copies that you make of the material must bear anycopyright, trademark or other proprietary notice, which pertains to the material beingcopied. Except as authorized in this section, you are not being granted a license under anycopyright, trademark, patent or other intellectual property right in the material or theproducts, services, processes or technology described therein. We, our affiliates and/orany third party owner of such rights retain all such rights. Any feedback, questions,comments, suggestions, ideas or the like, which you send to us will be treated as beingnonconfidential and nonproprietary. We will also be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including,but not limited to, developing, manufacturing and marketing products and servicesincorporating such information.

L

Content You Provide. THE SERVICE IS A VOLUNTARY CONVENIENCE THAT ISPROVIDED AT YOUR REQUEST. YOU AGREE THAT ANY INFORMATION YOUPROVIDE TO ACCESS THE SERVICE IS DONE VOLUNTARILY. By requesting theService, you are authorizing us to use any information about you and your accounts thatwe receive in connection with your use of the Service (collectively, the "Content") asprovided in these Terms of Use. The Content includes information about your BBVA MobileAccounts and Third Party Accounts, including your transactions on those accounts. Wemay use the Content in order to provide the Service to you and to help optimize your use ofthe Service. Subject to the BBVA Consumer Privacy Disclosure, we may also use the

L

Content to provide information about other products or services that may be of interest toyou, whether offered by BBVA, one of its affiliates, another financial institution or any otherbusiness. By providing information about you and your accounts to us, you are consentingto this use of the Content, both for yourself and for any other person who may have aninterest in the Content. Consumers may choose to limit our use of the Content aggregatedin the Service from other institutions and accounts. For more information, you can viewour Consumer Privacy Disclosure at www.bbvausa.com/policy/privacy-policy(/policy/privacy-policy.html). The information and Content provided to you through theService is for informational purposes only, and is not intended for transactional or tradingpurposes. Balances shown may not be real time and may reflect only the most recentlyrefreshed data and not be accurate or timely if a refresh was not successfully completed orthe information obtained from the third party during the refresh was not accurate orcurrent. Deposit account balances are ledger amounts, all of which may not be currentlyavailable for withdrawal. Projected balances are based on information you have enteredthrough the Service and may not reflect your actual deposit account balances. If you needcurrent information regarding your accounts, you should contact your financial institutionor other entity directly for that information.

Aggregated Data. Anonymous, aggregate information, comprising financial accountbalances, other financial account data, or other available data that is collected throughyour use of the Service, may be used by us and our Service Providers to conduct certainanalytical research, performance tracking and benchmarking. Our Service Providers maypublish summary or aggregate results relating to metrics comprised of research data,from time to time, and distribute or license such anonymous, aggregated research data forany purpose, including but not limited to, helping to improve products and services andassisting in troubleshooting and technical support. Your personally identifiableinformation will not be shared with or sold to third parties.

L

Cookies. To provide the Service, BBVA stores a cookie on your device. If you do not havecookies enabled, you will be unable to use the Service. A cookie is simply a text file, whichindicates your Service session identification number. We use this cookie to identify you asa user of the service when you enter the Service and to make the re-entry of logininformation unnecessary when browsing outside the Service. We reserve the right to usecookies to deliver content specific to your needs and interests. We may also use cookie totrack customer trends and patterns in order to better understand and improve areas of oursites that our customers find valuable.

L

Fees. The Service is currently offered to you by BBVA at no charge. BBVA reserves theright to charge fees for these services in the future. You acknowledge that your use of thisService does not waive any applicable fees and charges connected with your accountswhich may be displayed through the Service, and as provided for under any other accountagreement that you may have with BBVA or other financial institution or entity.

L

Bill Delivery and Presentment. You may use the Service to request presentment ofelectronic bills from Payees. This feature is for the presentment of electronic bills only andit is your sole responsibility to contact your Payee directly if you do not receive your Payeestatement. By registering for and using the Service to request presentment of electronicbills, you authorize and permit us to undertake the following actions on your behalf: (1)access third party web sites, including web sites maintained by Payees designated by you,to retrieve your account and billing information; and (2) use information submitted by youto us (such as account passwords and users names) to provide the Service and toconfigure the services. We may disclose your name, user name, and user passwords thatyou provide to third party web sites, so that we can obtain the information you requestedand display it to you in connection with the Service. When you provide such information,you authorize us to disclose such information in order to provide the Service. Youacknowledge and agree that for the limited purpose described in this Section of the Termsof Use, we shall be acting on your behalf as agent for you, and the acts of us undertaken onPayee and other third party web sites to provide you with the Service shall be deemed tobe actions taken by you. The Service is not able to update or change your personalinformation, such as, but not limited to, name, address, phone number(s) and emailaddress(es), that you have established with the Payee. Any changes to such informationwill need to be made by contacting the Payee directly. Additionally, it is your responsibilityto maintain all user names and passwords for the Payee web site. You also agree not touse someone else’s information to gain access to another person’s bill. Upon activation ofthe electronic bill presentment feature, we may notify the Payee of your request to receiveelectronic billing information. The presentment of your first electronic bill may vary andmay take up to sixty (60) days, depending on the billing cycle of the Payee. Additionally,the ability to receive a paper copy of your statement(s) is at the sole discretion of thePayee. It is your responsibility to keep your accounts current. A Payee may deny yourrequest to receive electronic bills. We will endeavor to present all of your electronic billspromptly through the Service. In addition to notification within the Service, we may sendemail notification to the email address listed for your Online Banking profile. It is your soleresponsibility to ensure that this contact information is accurate. In the event you do notreceive notification, it is your responsibility to periodically sign in to Online or MobileBanking and check on the delivery of new electronic bills. You are responsible for ensuringtimely payment of all bills, regardless of whether or not we are able to present theelectronic bills to you on a timely or complete basis. You agree to hold us and our serviceproviders harmless should we or a Payee fail to deliver your monthly statement(s) orbill(s), or otherwise delay in such delivery. You are responsible for ensuring timelypayment of all bills. Copies of previously delivered bills must be requested from the Payeedirectly. We are not responsible for the underlying accuracy of your electronic bill(s). Weare only responsible for accurately presenting the information that we receive or obtainfrom the Payee. Any discrepancies or disputes regarding the accuracy of your electronicbill summary or detail must be addressed with the Payee directly. These Terms of Use donot alter your liability or obligations that currently exist between you and your Payee(s).

L

b. Liability and Warranties

Web Site Access. By providing us with the appropriate passwords, user names, PINs orother access codes (the “Access Codes”) required to access information about youand/or your account on any website, you authorize us to access and retrieve the accountinformation from the website that you have requested to be aggregated as Content (asdefined above) and to configure the Service so that it is compatible with that website. Byproviding the Access Codes for a website, you also represent and warrant to us you areauthorized to access the account information contained on the website. You grant us alimited, non-durable power of attorney, and you hereby appoint us as your true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for you andin your name, place and stead, in any and all capacities, to access BBVA and third partywebsites, retrieve information, and use your information, all as described within theseTerms of Use, with the full power and authority to do and perform each and every act andthing requisite and necessary to be done in connection with such activities, as fully to allintents and purposes as you might or could do in person. YOU ACKNOWLEDGE ANDAGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING INFORMATION FROM BBVAAND THIRD PARTY WEB SITES, WE ARE ACTING AS YOUR AGENT, AND NOT THE AGENTOF OR ON BEHALF OF BBVA OR THE THIRD PARTY. You agree that third party accountinformation providers shall be entitled to rely on the foregoing authorization, agency andlimited, non-durable power of attorney granted by you. Except for those relationships, youunderstand that we have no relationship to, affiliation, or connection with any third partysites available for use with the Service. The Service is not endorsed or sponsored by anysuch account providers. You agree that we assume no responsibility and shall incur noliability with respect to the acts, omissions, or determinations of any such third party site. You acknowledge we are not a registered broker-dealer and do not endorse or recommendthe products or services of any financial services provider except for BBVA. Youacknowledge and agree that we may not maintain the same level of security againstunauthorized access to your account information as the third party sites from which youauthorize the Service to retrieve information on your behalf.

L

Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOURUSE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT(INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THESERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "ASAVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TOTHE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDINGTHAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE,WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNONINFRINGEMENT. CATEGORIZATION OF YOUR TRANSACTION INFORMATIONWITHIN THE SERVICE IS AN ESTIMATION PROVIDED FOR YOUR INFORMATION ONLY,

L

AND WE DISCLAIM ALL WARRANTIES OF ACCURACY FOR ANY USE, INCLUDINGWITHOUT LIMITATION, TAX DEDUCTION CATEGORIZATION. WE MAKE NO WARRANTYTHAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BEUNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BEOBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THEQUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALOBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v)ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY MATERIALDOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE ISDONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FORANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROMTHE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION WHETHERORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICEWILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Somejurisdictions do not allow the exclusion of certain warranties. Accordingly, some of theabove limitations may not apply to you. TO THE EXTENT THAT ANY PART OF THISSECTION IS NOT CONSISTENT WITH ANY OTHER PART OF THIS AGREEMENT, THENTHIS SECTION WILL CONTROL.

Third Party Products and the Service. We provide links to other web sites andinformation about your Third Party Accounts at other online service providers as aconvenience to you. The third party online service providers where you established yourThird Party Accounts are solely responsible for the products and services they provide toyou. We do not guarantee, endorse or provide any of the products or services availablethrough the web sites of third parties. We have no responsibility or liability in connectionwith the products or services offered by these service providers or the content of their websites. We remind you to be cautious when browsing on the Internet and to use goodjudgment and discretion when making purchases, obtaining information, or transmittinginformation. From the Service web site, users may visit or be directed to third party websites. We have no responsibility or liability for the security policies and procedures of thosesites. These third party web sites may contain information or material that may beoffensive or inappropriate to some people. We make no effort to review the content ofthese sites, nor are we responsible for the validity, legality, copyright compliance, ordecency of the content contained in these sites. In addition, we do not endorse or controlthe content of any third party web site and are not responsible or liable for any content,even though it could be unlawful, harassing, libelous, privacy invading, abusive,threatening, harmful, vulgar, obscene or otherwise objectionable, or that it infringes ormay infringe upon the intellectual property or other rights of another. You acknowledgethat we do not pre-screen content, but that we or any party we designate will have the right(but not the obligation) in our sole discretion to refuse, edit, move or remove any contentthat is available via the Service.

L

Limitation of Liability. YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATES,ACCOUNT INFORMATION PROVIDERS OR ANY OF THEIR AFFILIATES, THIRD PARTY

L

c. Termination

SERVICE PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANYCONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY INDIRECT LOSSTHAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THE SERVICE (EVEN IF WEHAVE BEEN INFORMED OF THE POSSIBLITY OF SUCH DAMAGES), INCLUDING,WITHOUT LIMITATION, ATTORNEYS' FEES. TO THE FULLEST EXTENT PERMITTEDUNDER APPLICABLE LAW, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSSOR DAMAGE INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL,SPECIAL, OR PUNITIVE LOSS OR DAMAGE (EVEN IF WE HAVE BEEN INFORMED OF THEPOSSIBILITY OF SUCH LOSS OR DAMAGES) THAT MAY BE INCURRED BY YOU OR ANYOTHER PERSON ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE, THEAUTHORIZATION OF AND/OR DISCLOSURE OF YOUR SECURITY CODES, PASSWORD,PIN OR OTHER ACCESS CODE BY YOU TO ANY THIRD PARTY IN ORDER FOR SUCHPARTY TO COLLECT, RETRIEVE, CONSOLIDATE, AGGREGATE OR OTHERWISE GATHERANY INFORMATION OR DATA REGARDING YOU OR ANY OF YOUR ACCOUNTS FROM ANYFINANCIAL INSTITUTION OR OTHER ENTITY. Some jurisdictions do not allow thelimitation or exclusion of liability for incidental or consequential damages. Accordingly,some of the above limitations may not apply to you.

Indemnification. You agree to indemnify and hold harmless BBVA, our subsidiaries andaffiliates, successors and assigns, all officers and employees thereof, and our serviceproviders, from any and all third party claims, liability, damages, and to be responsible forall expenses and costs (including, but not limited to, reasonable attorneys' fees) caused byor arising from your use of the Service, your violation of these Terms of Use or yourinfringement of any intellectual property or other right of anyone, or caused by or arisingfrom the use, violation or infringement by any other user of your subscription.

L

Termination by You. You may remove information about Third Party Accounts from theService at any time by deleting each Third Party Account from the Service web site. Theonly way to terminate the Service with respect to your BBVA Mobile Accounts is toterminate your subscription to Online and Mobile Banking. You may terminate yoursubscription to Online and Mobile Banking by calling us at 800-273-1057. (tel:1-800-273-1057)

L

Termination by Us. We may immediately terminate your use of the Service without noticeto you if we discover you have violated any provision of these Terms of Use, including, butnot limited to, those found in "Use of the Service.” You acknowledge that we may, at oursole discretion and without notice to you, terminate your use of the Service due to anextended period of inactivity, which may be as little as ninety (90) days. Inactivity meansthat you do not use Online or Mobile Banking. We reserve the right to change ordiscontinue, temporarily or permanently, the Service at any time without notice. In orderto maintain the security and integrity of the Service, we may also suspend your access to

L

d. Assignment

You may not assign all or any part of your rights or obligations under these Terms of Use

without our prior express consent, which may be withheld in our sole discretion. We may

assign or delegate all or any part of our rights or obligations under these Terms of Use,

including, without limitation, the performance of the services described herein. These Term of

Use will be binding on and inure to the benefit of your and our successors and assigns. You

agree not to resell or make any commercial use of the Service.

e. Export Restrictions.

You acknowledge that the Service and any software underlying such Service are subject to the

U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with

these regulations. You will not export or re-export the software or Service, directly or

indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user

who has been prohibited from participating in U.S. export transactions by any federal agency

of the U.S. government; or (3) any end user who you know or have reason to know will utilize

them in the design, development or production of nuclear, chemical or biological weapons.

You further acknowledge that the Service may include technical data subject to export and re-

export restrictions imposed by U.S. law.

the Service at any time without notice. You agree that we will not be liable to you or anythird party for any modification, suspension or discontinuance of the Service.

14. Mobile Location Confirmation Service

The Service: The Mobile Location Confirmation service (“MLC”) helps to reduce the

likelihood that we will mistakenly decline a transaction when you are transacting outside your

normal purchasing areas. MLC uses location updates sent by your mobile device to help us

know the difference between fraud and legitimate transactions. Once you enroll, your device

will send location updates anytime you are connected to a cell or Wi-Fi network and location

services are turned on for your device.

Enrollment and Un-Enrollment: You may choose to enroll or un-enroll at any time by using

the BBVA Mobile Application. If you un-enroll, your device will not send any location updates in

conjunction with MLC. If you choose to un-enroll from MLC, it will not turn off any other

location based service offered through the Mobile Application. If you are enrolled in MLC and

your Payment Card is lost, stolen, or expires and you receive a replacement card with a

different account number, we will automatically enroll the replacement card in MLC.

Location Updates: When you enroll in MLC, you agree to allow your mobile device to

automatically send location updates. Each location update contains a device identifier a

timestamp, the event that triggered the location update such as a cell tower change or

connection to a Wi-Fi network, and a latitude and longitude which represents the approximate

location of your mobile device. This approximate location may be derived from the location of

the cell phone tower to which your device is connected, the locations of Wi-Fi networks in the

area of your device, or the location of your device. On occasion, if you have GPS turned on,

your device’s GPS coordinates may be sent. Location updates sent from your device will not

distinguish whether the location sent was of a cell tower, Wi-Fi connection point, or an

individual device. The location updates are sent to us and to one or more service providers

who help to provide MLC and are contractually obligated to follow our policies.

Frequency: Your device may send a location update each time your mobile device either

switches from one cell tower to another or connects to a Wi-Fi network. To reduce the number

of location updates sent from the device, the Mobile Application automatically filters out

certain updates. Which updates are filtered depends on the movement of the device, the

amount of time since the last location update, and whether or not a “Home Area” has been

established for the device.

Home Area: After you enroll, it takes two weeks to establish the Home Area of your device.

This Home Area is a circular region with a 50 mile radius centered around where your mobile

device is most commonly located. As long as your device remains within the Home Area,

location updates will generally be sent no more than once every 24 hours. If your Home Area

is not yet defined, if your Home Area is being re-validated, or if your device is outside of the

Home Area, location updates will be sent more frequently, particularly when the device is in

transit. Your Home Area will be re-validated once every 6 months or if you do not return to

your previously defined Home Area after more than 30 days. If you un-enroll in MLC through

your mobile app, your Home Area will be purged. If you later re-enroll, it will be necessary to

re-establish a Home Area. If your mobile device is most typically located less than 50 miles

from a national border, your Home Area will have a radius of less than 50 miles, with the radius

equaling the distance to the national border.

Limited Use of Data: BBVA and our service providers will use location update data for fraud

screening and to improve fraud screening services. We will not share personally identifiable

location update data with any third party without your consent, except to comply with court

orders, valid legal process such as a warrant or subpoena, and other legal requirements. The

Mobile Application may use data you have provided through the app apart from MLC in other

ways described by these Terms of Use and the BBVA Mobile Banking Privacy Policy

(/policy/mobile-privacy-policy.html).

Data Retention: BBVA and our service providers may store location update data for a

maximum of 18 months, except as required to comply with court orders, valid legal process

such as a warrant or subpoena, or other legal requirements. If you choose to un-enroll, BBVA

and our service providers will delete any location data stored for your device after a

reasonable period of time to process your request.

Charges and Fees: You are solely responsible for acquiring any hardware, devices, software,

wireless and Internet access, and/or other items required in connection with your enrollment

in MLC, and any associated fees, expenses, taxes, or other charges, including but not limited

to any mobile data and roaming fees.

Proprietary Rights: All ownership rights in MLC are retained by BBVA and our service

providers and protected under applicable intellectual property laws and international treaties.

All rights not expressly granted to you through these Terms of Use are retained by BBVA and

our service providers. Nothing in these Terms of Use grants to you any right to use any

trademarks, service marks, logos or other indicia of origin of BBVA or our service providers.

Changes to MLC: We may, in our discretion, terminate, change, modify, suspend, make

improvements to, or discontinue any or all aspects of MLC, temporarily or permanently,

including the availability of any service, at any time with or without notice to you. You agree

that BBVA and our service providers shall not be liable to you or to any third party as a result

of taking any of these actions.

Disclaimer of Warranties/Limitation of Liability: MLC, IN WHOLE AND IN PART,

INCLUDING ALL SERVICES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS,

WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF

TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU

EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ASSUME SOLE RESPONSIBILITY AND

RISK FOR YOUR USE OF MLC, AND THE RESULTS AND PERFORMANCE THEREOF.

IN NO EVENT AND UNDER NO CAUSE OF ACTION, INCLUDING NEGLIGENCE, SHALL BBVA

OR ITS SERVICE PROVIDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,

CUSTOMERS, MEMBERS, EMPLOYEES OR AUTHORIZED AGENTS (COLLECTIVELY, THE

"PROVIDERS") BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING

DIRECT, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR

EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,

ARISING FROM OR IN CONNECTION WITH MLC AND/OR THESE TERMS OF USE, EVEN IF A

PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR LOSSES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PROVIDERS SHALL NOT

BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (I) YOUR USE OF OR INABILITY TO USE MLC

FOR ANY REASON; (II) ANY INACCURACY, INCOMPLETENESS OR MISINFORMATION

CONTAINED IN ANY INFORMATION PROVIDED THROUGH MLC; (III) UNAUTHORIZED

ACCESS TO, OR ALTERATION OR LOSS OF, YOUR TRANSMISSIONS, DATA OR OTHER

INFORMATION THAT IS COLLECTED, STORED OR SENT IN CONNECTION WITH MLC; (IV)

ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR

SERVICE INTERRUPTIONS; OR (V) ANY OTHER USE BY YOU OF MLC. IN ADDITION, THE

PROVIDERS SHALL NOT BE LIABLE IF MLC CANNOT (OR ANY PART THEREOF) CANNOT BE

PROVIDED OR FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS CONTAINED IN THESE

TERMS DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF ANY EQUIPMENT,

TRANSMISSION OR DELIVERY PROBLEMS, OR ANY INDUSTRIAL DISPUTE, WAR, NATURAL

DISASTER, ACT OF TERRORISM, EXPLOSION, ACT OF GOD OR ANY OTHER EVENT BEYOND

OUR CONTROL.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE PROVIDERS’

CUMULATIVE LIABILITY TO YOU ARISING FROM ANY CAUSE OF ACTION WILL AT ALL TIMES

BE LIMITED TO THE LESSER OF (A) YOUR ACTUAL LOSS; OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF

CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE

DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH

JURISDICTIONS, THE PROVIDERS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW.

15. Fee Schedule

Mobile Deposit No Charge (fees may apply for expedited service options)

Bill Pay No Charge (fees may apply for expedited service options)

Paper copy of statementor check

$3 / copy

Popmoney

Send Money No Charge

Transfer from ExternalAccount

No Charge

Transfer to External Account

Usage Fee $3 / transfer

International Transfer

Usage Fee Transfer Amt: $1- $3,000, Fee: $5 / transfer Transfer Amt: $3,000.01 - $10,000, Fee: $25 / transfer Transfer Amt: $10,000.01 and up, Fee: $45 / transfer

Transfer amount subject to limits. Applicable transfer limitdisplayed in Mobile Banking.

Domestic Wire Transfer for Consumer Accounts

Usage Fee $15 / wire transfer

Wire Transfer Service for Commercial Accounts

Set-up Fee $50 / account set-up

Usage Fee $15 / wire transfer

ACH Payment Service for Commercial Accounts

Set-up fee $50 / account set-up

Usage Fee $1 / ACH payment

Returned Item Fee $3 / returned item

Return ACH FaxNotification

$6 / per day

A Spanish version of this document is available as a courtesy to our clients who use Spanish

as their primary language. Although BBVA USA has taken every precaution possible to

translate the original document correctly, the Spanish translation is only a courtesy to our

clients. Please take note that all official documents from BBVA USA will be in English only.

Please visit: http://www.bbvausa.com/mobile-banking/v4/terms/es/terms (/content/bb-

vacompass/en/personal/digital-banking-services/mobile-banking/v4/terms/es/terms-

of-use.html) to view the Spanish version.

Rev. 10/2018

Mobile Banking Terms of Use | BBVAyour telecommunications carrier when sending and receiving...

Documents

Transcript of Mobile Banking Terms of Use | BBVAyour telecommunications carrier when sending and receiving...