master funds transfer agreement and security ... - Union Bank

ound by a transfer whether or not it was authorized, so long aswe have offered you a commercially reasonably securityprocedure and adhere to a security procedure chosen by you.Processing Funds TransfersWe will use our best efforts to transfer funds the same day if:• you make your request when our funds transfer transmissionfacility is open, and• we receive and can authenticate your instructions, or incases of reverse wires, instructions we receive on yourbehalf, before our cutoff time (which we may change withoutprior notice).If you identify the beneficiary or a bank for a funds transfer usingboth a name and an account or other identification number, weand subsequent banks involved in the transfer may use thenumber alone to complete your funds transfer request. We arenot responsible if the name and the number do not agree.Additionally, if you provide us with an incorrect recipientaccount number or other pertinent information which resultsin the misdirection of your funds transfer request, youacknowledge that you could lose the funds.We use a variety of facilities to make funds transfers. We will useone or more of the following fund transfer systems:• Fed Wire System (Fedwire)• Society for World-Wide Interbank FinancialTelecommunications (SWIFT)• Clearing House Interbank Payments System (CHIPS)• Any correspondent bank or bank we consider suitable underthe circumstances.You accept and agree to the rules of the funds transfer paymentsystem we, the beneficiary bank, and any intermediary bank mayuse.You agree to pay us the current fees for funds transfersestablished in our published fee schedules. We may change ourfees by providing you with prior notice.Changing or Cancelling Funds Transfers.If you wish to cancel or change an instruction after we receive it,we will use reasonable efforts to comply with your request. Wecannot guarantee that we will be able to do so. You agree that weare not responsible if we do not cancel or change yourinstructions except for certain Reg E Transfers noted below.You have the absolute right to cancel a ConsumerInternational Remittance within 30 minutes of authorizing thetransfer. Refer to the printed or oral disclosure you receive atthe time of your transaction for details about how to cancel atransaction and the time limit for cancellation. This right tocancel may not apply to certain trust accounts. We have theright to refuse your wire transaction if we deem that youhave requested excess cancellations in order to receive amore favorable exchange rate.Sending Funds Outside the United StatesIf you request that United States Dollars (USD) be sent to aforeign country by initiating an international wire transfer in USDthrough the Bank, we may (but are under no obligation to do so)automatically convert, or arrange with any of our designatedcorrespondent banks to automatically convert, your USD wiretransfer to the foreign currency of the beneficiary’s account(AutoConvert).In the alternative, the beneficiary’s bank (or its correspondent)may upon receipt convert the payment into the relevant foreigncurrency. Neither alternative requires any action or processingchange on your part. However, unless you are sending aConsumer International Remittance you may, if you wish, opt outof AutoConvert, either in full (i.e., as to all beneficiaries andforeign currencies), or in part (i.e., only as to certain beneficiariesand currencies), by sending a written notice to us clearly detailingyour request, in which event, neither MUFG Union Bank, N.A. norits designated correspondent banks will convert such wire transferamounts from USD. Simply contact your Relationship Manager orour Wire services Department.For Consumer International Remittances, we rely on you toprovide us with accurate and sufficient information toprocess your wire request including specifying whether thefunds must go to a US dollar account due to thebeneficiary’s account being denominated in US dollars. Ifyou do not specify we will assume that the funds can be sentin foreign currency and that the beneficiary’s account isdenominated in the country’s standard currency. In the eventthat your wire is automatically converted by the Bank or itsdesignated correspondent bank under AutoConvert, and theforeign beneficiary requires the payment to be received in USD,the wire will be re-converted by our designated correspondentbank and settled in USD.If your non-Reg E transfer is returned for any reason or your RegE Transfer is returned based on erroneous or insufficientinformation provided by you the sender, you agree to accept therefund in USD. We will calculate your refund based on the buyingrate of exchange of the foreign currency on the date of the refund.The exchange rate will include a commission to us formaking the exchange. You agree to accept this amount as afull refund, even if it is less than the original amount wetransferred. You also agree to pay us all other charges andexpenses we incur either as a result of a USD or foreigncurrency funds transfer.Transactions processed in foreign currency denominations aresubject to daily (or more frequent) changes in exchange rates.When the Bank or our specified correspondent bank converts atransaction under AutoConvert, we may determine at ourdiscretion the currency exchange rate and then assign thatcurrency exchange rate to your transaction We will disclose theexchange rate to you at the time of transfer if you aresending a Consumer International Remittance. You agree tothis procedure and agree to accept the resulting determination ofthe currency exchange rate. We and our designatedcorrespondent banks may consider many factors in settingcurrency exchange rates for these purposes. These factorsinclude exchange rates set by others, our desired rates of return,market risk, and credit risk. Neither we nor any of ourcorrespondent banks shall be responsible for any liability you mayincur if our currency exchange rates are different from rates (1)offered or reported by third parties; (2) offered by us (or ourcorrespondent) at a different time, at a different location or for adifferent transaction amount; or (3) that involve different paymentmedia (such as bank notes, checks and wire transfers). Youfurther acknowledge that: (a) our currency exchange rates forretail and commercial transactions, and for transactions affectedafter our regular business hours or on weekends, are different(and usually less favorable to you) than the exchange rates forlarge interbank transactions affected during a business day (therates reported in The Wall Street Journal or elsewhere are usuallyfor large interbank transactions), and (b) revenue resulting fromFORM 02491 (Rev. 07/2014) eForm Page 3 of 5

fees and rates assessed or applied by our designatedcorrespondent banks in connection with currency conversionsunder AutoConvert may be shared between the Bank and itscorrespondent.Alternatively, when a beneficiary’s bank (or its correspondentbank) converts a USD transaction into a foreign currency, suchconversion will be subject to rates and fees assessed by suchbanks, and may be further subject to various local laws andpractices. MUFG Union Bank, N.A. has no control over thoserates, fees or conditions, and you authorize us to process anyresulting charges or credits to your account.In order to place a request for an international wire transfer,please note that there may be additional special informationrequirements depending on the foreign currency beingrequested. Please refer to our Funds Transfer Order (form01521 and form 02494) for additional exotic currencyinformation requirements. You may need to provide us withthis additional information so that we can process your wiretransfer request. If you are unable to provide us with thisinformation, we may not be able to process your requestand/or this may result in the wire being returned and theassessment of additional fees.Confirming Your Funds Transfer.Confirmation of your funds transfer activity will appear on youraccount statement(s). You agree to review them and to notify usimmediately of any errors, unauthorized transactions orirregularities.Customer Required to give Notice of Error and Unauthorizedor Erroneous Transfer. Error as used in this Agreement isdefined in section 1005.33(a) of Reg E. You must providenotice to us of any Error involving a Reg E Transfer within180 days of the date of availability disclosed to you. Exceptfor your request for documentation, additional information orclarification, any such notice of Error must contain sufficientinformation to enable us to identify your name and telephonenumber or address, the beneficiary’s name and if known, therecipient’s telephone number or address as well as the Reg ETransfer to which the notice applies, and indicates why youbelieve an Error exists and includes to the extent possiblethe type, date and amount of Error.For losses or damages arising from events or circumstanceswhich do not constitute Errors, the Bank will not be liable forany interest on the amount of the wire transfer, even if it wasnot authorized or erroneously executed unless you notify theBank in writing that the transfer was not authorized orproperly executed within 14 calendar days following yourreceipt of notification either of the acceptance of the transferor the debiting of your account or other account in respect ofthe transfer.If, following an assertion of an Error, the Bank determines anError occurred, the Bank will remedy the Error in accordancewith the provisions of Reg E.Rejecting Funds TransfersWe may decide to reject any instructions we cannot verify orbelieve are unauthorized. If we cannot verify your funds transferinstructions to our satisfaction, you agree that we are notresponsible if we do not execute your instruction. If you do nothave sufficient funds available in your account(s) with us, we may,but are not required to, complete funds transfers you request. Insuch cases, you agree to pay us immediately for the amount ofany overdraft incurred and for any related fees.If you subscribe to Online Financial Center Wires, rejectedoutgoing wire transfers are reported to you on the wire transferdetail report. It is your responsibility to review the report andidentify rejected wire transfers.Intermediary Bank Fees.Union Bank may charge fees for sending or receiving a fundstransfer. The Bank may deduct its fees from your account or fromthe amount of the transfer. You further acknowledge and agreethat intermediary banks may deduct their fees from the amount ofthe transfer that they process (whether an outgoing or incomingtransfer) and that a portion of such fees may be shared with theBank. You authorize the Bank and such intermediary banks todeduct such fees, and you further authorize the Bank to share insuch fees with such intermediary banks, as described above. Youacknowledge that the Bank, is not responsible fordetermining fees or taxes that may be imposed by thebeneficiary’s institution, which may result in the recipientreceiving less than the transfer amount disclosed to you atthe time of your transfer request.Limiting our Liability.Subject to the provisions of the California Commercial Code andRegulation E as applicable, we are not responsible for any loss,expense or liability related to:• delay, inaccuracy, mis-execution, events, persons, or causesnot within our reasonable control• failure of others to accept payment• subsequent wrongful dishonor resulting from our acts orfailure to act• accidents, strikes, fire, flood, war, riot, equipment failure, actsof third parties or acts of GodIf we have met our obligations under this Agreement, and to theextent not inconsistent with Reg E, (a) you agree to indemnify andhold us harmless from and against any claim related to thisAgreement or our performance of the funds transfer services andfurther agree that we are not liable for incidental, consequential,indirect, punitive or special damages that arise from thisAgreement or relate to our making funds transfers.Changing or Terminating this Agreement.We may change, delete, add to, or terminate this Agreement atany time if we provide you with notice. Any amendment ortermination will only affect your or our rights and obligations forfund transfers that occur after the effective date of amendment ortermination. You confirm your acceptance of the new terms bycontinuing to request funds transfers.Force Majeure and Sanctions Screening.Except as otherwise provided by Reg E or the Division 11 of theCalifornia Commercial Code, the Bank will not be liable for itsfailure to perform its obligations under this Agreement to theextent that such non-performance is caused by extraordinarycircumstances outside the Bank’s control that could not havebeen reasonably anticipated. The Bank will not be responsible fordelays in processing transfers or making funds available to thebeneficiary if such delays were related to the Bank’s or anotherbank’s procedures for fraud and sanctions screening or inaccordance with the Bank Secrecy Act (31 U.S.C. 5311 et seq.),office of Foreign Asset Control requirements, or similar laws.Disputes.If you encounter a problem with a funds transfer, we ask that youFORM 02491 (Rev. 07/2014) eForm Page 4 of 5

ing it to our attention immediately. In most cases, a telephonecall will quickly resolve the problem in an informal manner.All claims, causes of action, or other disputes concerning thisAgreement, or transactions subject to this Agreement (each a“Claim”), including all questions of law or fact relating thereto,shall be resolved in like manner as Claims are decided as setforth in our All About Personal Accounts & Services Disclosureand Agreement, All About Business Accounts & ServicesDisclosure and Agreement, or All About Business Accounts &Services and Treasury Management Services Disclosure andAgreement, as any such agreement may apply and be amendedfrom time to time.Additional Terms.Headings: Headings are included for reference only and are notpart of this Agreement.Waiver: Waiver of any of the provisions of this Agreement will notconstitute a waiver of other provisions.Agreement clauses stand alone: All the provisions of thisAgreement can exist independently of each other. If any provisionis held invalid or unenforceable, all remaining provisions willcontinue to be valid and enforceable.Non-Assignability: This Agreement is made exclusively for thebenefit of you and us. You may not assign this Agreement withoutour written consent.Choice of law: To the extent not preempted by Federal laws,this Agreement shall be governed by the internal laws(excluding the law of conflicts) of the State of California.FORM 02491 (Rev. 07/2014) eForm Page 5 of 5