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Malaga Bank Terms and Conditions

ONLINE ACCESS AGREEMENT

Your Agreement with Us: This agreement (“Agreement”) sets forth the terms that apply to your use of the web sites (“Site”), http://www.malagabank.com and https://www.malagabankonline.com, provided by Malaga Bank FSB (“we” or “the Bank”), and the information, data, text, software or other materials (“Content”), and the banking services, software and other services available on the Site (“Services”). Please read this Agreement carefully. You will be subject to the terms of this Agreement if you access or use the Site or register for or use any of the Services. If you do not agree to these terms, you should not access or use the Site or register for or use the Services. By clicking the “I Agree” button located below, you agree to be bound by the terms of this Agreement.

The Agreement does not alter any terms and conditions you may have with the Bank pursuant to the applicable account disclosure statement and any other agreement concerning any other products or services. If the Agreement is inconsistent with the disclosure or other agreement, then the disclosure or other agreement will apply with regard to the inconsistency. If you have any questions about this Agreement, or its relation to other disclosures and agreements, please contact the Bank.

Your Account: To use the Services, you need an account (“Site Account”) and password, and must log on using your Site Account and password. To obtain a Site Account, you must have an eligible account (“Bank Account”) with the Bank, register for online access to that Bank Account, and create a Site Account password. In addition, you must have the required secure Internet browser as specified by the Bank. Persons under 13 are not authorized to use this Site or register for any Service. You hereby represent that you are thirteen years of age or older.

SERVICES

You may use the Services to check the balance of your Bank Account and to transfer funds among your Bank Accounts. In order to initiate a transaction, you must enter your password to obtain access to the Services. The Bank Account balance displayed may include deposits that are still subject to verification by the Bank, and may also differ from your records, because it may not include deposits in progress, outstanding checks or other withdrawals or charges. A funds transfer request will not result in immediate funds availability because of the time required to process the transfer. The deadline for funds transfer requests is 6:00 p.m. Mountain Time for same bank business day availability. Any funds transfer requests received after 6:00 p.m. Mountain Time will not be processed until the following bank business day. If there are insufficient available funds in a Bank Account from which you are requesting a funds transfer, the transfer will not be initiated.

BILL PAYMENT

As part of the Services, you can schedule payment of current, future and recurring bills (“Bill Payment”) from an eligible Bank Account, as such eligibility is defined by the Bank. There is no limit to the number of payments that may be authorized. You may pay any merchant or individual approved by the Bank. By furnishing the Bank with the names of payees/merchants and their addresses, you are authorizing the Bank to follow the payment instructions to these payees/merchants as provided via the Services. When the Bank receives a payment instruction (for current or future date), the Bank will remit funds to the payee on your behalf, from the designated checking account, on the day specified in the instruction (“Payment Date”). However, the Bank shall not be obligated to make any such payment unless the designated account and/or related overdraft protection plan has sufficient funds or credit availability to pay the bill on the Payment Date. The Bank shall determine whether to remit funds by check or electronic transfer. Funds for ALL bill payments made by check will be withdrawn from the designated account on the DAY the check item clears such account.

Any payments made through Bill Payment require sufficient time for the payee to receive and process. To avoid incurring a finance charge or other charge, you must schedule a payment far enough in advance of the due date of the payment to allow for mailing and processing. The Bank shall not be responsible for any charges imposed or any other action taken by a payee resulting from a payment that was not scheduled properly, including any applicable finance charges and late fees. In addition, the Bank will not be liable if any third party through whom any bill payment is made fails to properly transmit the payment to the intended payee. The Bank will not be liable for delays or losses of payments caused by the U.S. Postal Service or other delivery service. We will also not be liable if there are insufficient funds or credit availability in the designated payment account and/or related overdraft protection plan; if a legal order prohibits withdrawals from the payment account; if the payment account is closed or frozen; or if any part of the electronic funds transfer system is not working properly. The Bank will not be liable for bill payments not completed due to circumstances beyond its control (such as fire, telecommunication outages, strikes, or natural disasters). The Bank will not be liable for indirect, special, or consequential damages arising out of the use of Bill Payment. The Bank will not be liable if a payee, including any government entity (federal, state, local or otherwise), will not accept payments made through Bill Payment.

BUSINESS ACCOUNTS

If your Bank Account is a Business Account, then the following provisions apply, in addition to the other sections of the Agreement.

The term "Services" also includes any business banking services available on the Site.

Multiple people ("End Users") at your company may have Site Accounts.

You may be asked to designate an individual (“Account Administrator”) at your company who will have the ability to control Site Accounts for all End Users. This person will have enormous access to and control of your Bank Accounts, and will have the ability to withdraw or transfer money from your Bank Accounts. Thus, you agree to ensure that the Account Administrator is a highly trustworthy individual.

The terms "you," "your" and "yours" in this Agreement apply to your company, all End Users, and the Site Administrator.

This Agreement applies to your company, all End Users, and the Site Administrator.

We have the right to rely on the Account Administrator's instructions in creating, deleting and controlling Site Accounts, and other matters relating to the Site Accounts, the Bank Accounts and the use of Services. We also reserve the right (but are not obligated) to decline to follow any such instruction until we have sought and obtained confirmation from an appropriate officer of your company.

You agree to notify us immediately if the Account Administrator is no longer an employee of your company or if you wish to change Account Administrators for any reason. Such notification must come from an appropriate officer of your company. We reserve the right (but are not obligated) to require that such changes be made in person at the Bank. In addition, we reserve the right (but are not obligated) to periodically require that your company re-confirm the choice of Account Administrator.

You agree to establish appropriate safeguards within your company to ensure that the Account Administrator's banking activities are independently reviewed by an officer of your company who is not the Account Administrator. We recommend that bank statements be sent to such an officer instead of or in addition to the Account Administrator.

You agree to use accounting controls with regard to the Account Administrator that are at least as stringent as those you apply to people at your company who have direct access to your Bank Accounts via ATM or check-signing or withdrawal privileges.

Other than as may be required by law, the Bank is not responsible for any loss caused by the actions of the Account Administrator.

CHANGES TO SERVICES

The Bank reserves the right to terminate use of the Services, including Bill Payment, at any time without prior notice. We may change, add or delete some or all of the Services available at this Site without prior notice. Certain Services may be subject to limitations that are not expressly stated in this Agreement (e.g., the maximum size, number, content and duration of storage of the e-mail messages and postings maintained in our system; limitations on access; the duration that records are maintained; the timeliness of information provided by the Services). Please check the other portions of this Site for additional details. Any added services shall be subject to this Agreement unless explicitly stated otherwise. Some Services depend on the availability of third party networks and services. We assume no responsibility if this Site or a Service becomes unavailable for any reason or fails to meet your requirements, and, to the extent permitted by law, we assume no responsibility if any Service provides inaccurate or untimely information.

FEES

Fees may apply to Services. Fees applicable to specific Bank Accounts are governed by the applicable account disclosure statement. You agree to pay the fees we establish from time to time in connection with the Services. You may cancel your Site Account at any time. If there are any time-based fees (monthly, yearly, etc.) applicable to Services you use, we will not refund or pro-rate fees for cancellation in mid period (mid-month, mid-year, etc.), unless otherwise required by law.

We may change any fees. The Bank will notify you, using one of the means set forth in the Notices section, at least thirty (30) days in advance of the effective date of the change. In the event of any fee increase, you may terminate your Site Account or Bank Account, as applicable, prior to the date the increase becomes effective if you do not wish to pay the increased fee.

TAXES

You will be solely responsible for any taxes or other government charges relating to your use of the Services or Site. You agree to pay directly, or reimburse us for, the amount of such taxes or charges that we are at any time obligated to pay or collect.

YOUR PRIVACY/SECURITY

Although we have taken reasonable and appropriate measures to protect your personal information, we cannot and do not guarantee that the personal information you provide will not be intercepted or accessed by others. Please see our Privacy Policy for details regarding the manner in which we collect and use information about you, maintain the confidentiality of your personally identifiable information, and use technology and procedures to maintain security at this Site and for our Services. Your access or use of this Site constitutes your agreement to the terms and conditions of our Privacy Policy, and our use of information gathered about you in accordance with that policy.

Our Privacy Policy may be revised from time to time. We may notify you of the changes by mail, email, or by posting a modified Privacy Policy on our Site. Your continued use of the Site or any Service following such notification or posting will constitute your acceptance of the revised Privacy Policy. Accordingly, please check the Site regularly for revisions to the Privacy Policy. Web sites linked to this Site may publish separate privacy and security policies in connection with your use of their sites and services. Please refer to their rules whenever you leave this Site.

YOU AGREE TO

notify us immediately if you become aware of any unauthorized use of your Site Account, any breach in the confidentiality of your Site Account records, or any breach or attempted breach of security involving the Site or any of the Services; cooperate with law enforcement agencies investigating any unlawful behavior involving your Site Account, the Site, or any of the Services; avoid accessing or attempting to access the non-public areas of this Site or any other user's password-protected information; and maintain the security of your computer and the confidentiality of any passwords and security codes related to the Services.

You agree not to disclose your Password to others, and to notify us immediately if you believe that a third party has improperly obtained your Site Account password and/or has transferred money from your Bank Account, or if you suspect any fraudulent activity with respect to your Site Account or Bank Account. For your protection, the Bank recommends that you change your Account password regularly, and that you memorize your password and not write it down. You are responsible for keeping your Site Account password, Bank Account numbers and other Site Account and Bank Account data confidential.

You agree to log off your account at the end of each session, so that no one else can gain access to the Services through your Site Account. If you are using a public or shared computer, you agree to close the Internet browser after logging off, in order to further deter access to your Site Account. We reserve the right to log off accounts that are inactive for an extended period of time. You are responsible for all use made of your account. You may not allow others to access or use the Services without our prior written consent.

YOUR LIABILITY FOR LOSSES DUE TO IMPROPER USE OF YOUR PASSWORD

You agree to notify the Bank promptly if you believe that a third party has improperly obtained your Site Account password and/or has transferred money from your Bank Account, or if you suspect any fraudulent activity with respect to your Site Account or Bank Account. If you notify the Bank within two (2) bank business days after learning of such occurrence, you will lose no more than US $50 if a third party has used your password without your permission. If you fail to notify the Bank within this time period, then you may lose as much as US $500.

If your monthly statement shows transactions that were not made or authorized, you agree to notify the Bank promptly. If you do not notify the Bank within sixty (60) days after the Account information was transmitted or mailed to you, and the Bank could have stopped a third party from misusing your Site Account or Bank Account if you had given the Bank prompt notification, you may not receive back any money lost after such sixty (60) day period.

INTERNET ACCESS

In order to use the Site and Services, you must at your own expense obtain access to the Internet, pay any service fees and telephone or other telecommunications charges (including but not limited to long-distance charges and wireless charges) associated with such access, and provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. Please note that we have no obligation to support hardware, software or services not supplied by us.

PROVIDING INFORMATION TO US

Some Services may require that you provide us with information about yourself, e.g., your name, home address, telephone number, e-mail address, and credit card number. If you choose to use such Services, you agree that all such information you provide will be accurate. You agree to notify us if there is a change in any of the information you provide.

YOUR COMPLIANCE WITH LAWS AND SITE GUIDELINES

You agree to comply with all laws, rules and regulations that apply to your use of this Site and the Services. You agree to comply with the rules of the Systems that you access or use in conjunction with this Site and/or the Services. You also agree that you and any person with access to your Site Account or password will not, directly or indirectly, in connection with or using the Site or Services:

Violate or breach this Agreement, violate any law, rule or regulation, or encourage any third party to do so or use the Site or Services in a manner that leads to a government complaint or investigation;
Abuse, harass, stalk, defame, impersonate, invade the privacy of, infringe the rights of (including intellectual property, trade secret, publicity, privacy, business, contractual and fiduciary rights) any third party or collect or store personal data about any third party;
Harm minors in any way;
Interfere with the functioning or any other person’s enjoyment of the Site, any Service, or any other Web site or any computer, computer software, computer network, telecommunications facility, server, computer database, Web site or Newsgroup, the Internet, the Web, the Service, or any other system or service owned or controlled by us or any third party (each of which is termed a “System”);
Sell, use, transmit, create, upload, submit, develop, distribute, publish or display ("Submit") any Content: that we believe is abusive, libelous, obscene, hateful, harmful, threatening, harassing, offensive, illegal, vulgar, defamatory, dangerous, tortious, invasive of another's privacy or infringing of another's copyrights, rights of privacy or publicity or other rights, or otherwise inappropriate, or that constitutes or includes “junk mail,” “spam,” “pyramid schemes,” get rich quick or sexual solicitations, chain letters or any unsolicited or unauthorized advertising; that violates this Agreement; or that is or contains, accesses or activates any computer virus, worm, Trojan Horse or other computer code that intentionally manifests contaminating, destructive, harmful, unexpected, unknown or undesired properties (each of which is termed a "Virus");
Send unsolicited e-mail messages (including, without limitation, commercial advertising and informational announcements) to more than five (5) e-mail addresses within a short period of time, if such messages could reasonably be expected or do in fact provoke complaints; send unsolicited mass e-mail messages (e.g., to ten (10) or more e-mail addresses); send five (5) or more essentially identical messages to newsgroups, forums, e-mail mailing lists or similar groups or lists; send numerous unsolicited e-mail with requests for charitable contributions, petitions for signatures, or invitations to participate in a chain mail; or post messages, articles and other information on any Usenet or other newsgroup, forum, e-mail mailing list or other similar group or l list which are substantially off-topic;
Attempt to, or actually, breach the security of or test the firewalls or the vulnerability of or otherwise interfere with or disrupt any third party’s use of the Site, Service or any System or access a Site Account that does not belong to you or send mass amounts of data or messages (“mail bombs”) to any person or System, with the purpose or effect of impeding the functionality of, or disabling, the recipient System; or
Forge e-mail headers or other identifiers, impersonate another person or entity, or disguise any user name or the source or quantity of e-mail or other transmissions; use any Service as a mail drop for responses by others, or otherwise use the Site to facilitate activities by others that violate the intent of this Agreement; or relay e-mail without authority through any third-party system.
Impersonate others, including a Bank employee or representative as well as other Users.

Violation of this Agreement could result in civil or criminal liability. We assume no obligation for the actions of any user who violates these guidelines.

UPLOADED CONTENT, LINKED SITES AND ADVERTISEMENTS

From the Site, you may be able to access uploaded Content on the Site and on Web sites and other Systems provided or operated by third parties. Unless we tell you otherwise in writing, we do not operate or control any such Content or any of the information, products or services on such linked Web sites. You acknowledge and agree that: (i) you access such Content and linked sites at your own risk; (ii) we make no representation or warranty, and assume no responsibility for, Content on our Web site and any linked site or the actions or omissions of its/their owners, operators or providers; (iii) we make no endorsement of, and assume no responsibility for, Content uploaded to our Web site or goods or services offered on or advertising on or by any other Web site; (iv) by using the Site and Services, you may be exposed to Content that is offensive, indecent or objectionable; and (v) although we may have a contractual or other relationship with the operators of a linked Web site or the providers of Content, we will not be responsible for the content, accuracy, integrity, availability, timeliness or operation of their Web site or Content. You agree to hold us harmless in connection with all of the foregoing.

We reserve the right, but shall have no obligation, to reject, move, or delete Content that we, in our sole discretion, believe violates this Agreement, or contains Content, including Viruses, that may interfere with the operation of the Site. We may, but have no obligation to, monitor, and/or retain copies indefinitely of, uploaded Content, message boards, chat rooms or other forums or review Content, or messages posted at such locations, to confirm their compliance with these guidelines. We shall have the right, but not the obligation, to disclose Content to any third party if required by law or if we believe reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect our rights, property, or personal safety, or those of third parties.

THIRD PARTY CONTENT

We may receive, process, and make available to you Content that we receive from you and others. In this regard, we are merely a passive conduit for such Content, although we reserve the right to block or remove any Content that we believe violates this Agreement. We assume no responsibility for determining the accuracy, reliability, timeliness, ownership, legality, appropriateness or completeness of any information that you or others provide to us, nor for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity on the Site. We will not have a duty to interpret or evaluate any Content transmitted to us or through our Site or Services, except to the limited extent, if any, set forth in this Agreement. We will not be required (by means of any security procedure or otherwise) to detect errors or illegality in the transmission or content of any Content we receive from you or third parties. We will not have a duty to notify you about any inaccuracy, unreliability, ownership, incompleteness or other problem that may be associated with third party Content on our Site, even if we have reason to know of its existence. Use of any Content you obtain from our Site is at your own risk.

USER COMMUNICATIONS AND PERSONALIZATION SETTINGS

The Site and Services may permit you to send or receive communications (such as email, chat, newsgroups and the like) and to store Content and personalized settings for various options. We are not responsible for any delay, deletion, alteration, mis-delivery or failure to deliver or store any such communications, Content and settings.

IDEA SUBMISSION

If you submit any materials or other information to any public areas of the Site (such as bulletin boards, guest book, forums, wish lists and chat rooms), you hereby grant to the Bank a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, sublicensable, assignable, transferable, irrevocable license under copyright and patent, with the unrestricted right to use, sell, reproduce, distribute, transmit, create derivative works of, publicly display, and publicly perform any such materials and other information (including, without limitation, ideas contained therein for new or improved products or services) by all means and in any media now known or hereafter developed or commercialized. In addition, you represent and warrant to us that you have the right to grant to us the foregoing license.

OUR INTELLECTUAL PROPERTY

You acknowledge and agree that the software and Content used by us in the operation of this Site and provision of the Services, and the copyright, patent, trademark, trade secret and all other rights in and to the technology, software, Content, designs, graphics, and trademarks included by us in this Site and as part of the Services and the Bank's name and product names and the Site's URL (collectively, the “Intellectual Property”), are owned by us and our licensors (with the exception of Content that is Submitted by you or other users). As such, you will not gain any ownership or other right, title or interest in or to such Intellectual Property by reason of this Agreement or otherwise. You may not use, reproduce, duplicate, copy and distribute the Content found at the Site or provided by the Services.

You may not distribute, use, reproduce, duplicate, copy, publish, sell, or otherwise transfer (a) any portion or element of the Services or the Intellectual Property (b) use of the Site, Services or Intellectual Property, or (c) access to the Site, Services or Intellectual Property. You may not (d) create derivative works of any portion or element of the Site, Services or Intellectual Property; (e) reverse engineer, modify, decompile or disassemble any of the Intellectual Property; (f) deactivate or disable any password protection or other protection, security or reliability technology we incorporate in the Site or the Services; (g) modify or erase any copyright or trademark notice we place at the Site; (h) engage in the practice known as “screen-scraping” or otherwise attempt to, or actually, obtain copies of Content provided at the site or a list of our Content or Site users, or use computer programs (sometimes known as “scrapers,” “spiders,” “robots” or “bots”) to systematically access and download data; (i) access the Services by any means other than via the Site; (j) frame the Site, or any Intellectual Property; or (k) use any circumvention tools, meta tags or any other “hidden text” utilizing the Bank's name, trademark, URL, product name or other Intellectual Property. You agree to comply with the terms of any license agreement we make available to you with any software.

PURCHASES

The Site or Services may permit you to purchase goods and services from various online or offline merchants, retailers, vendors, suppliers, services, or individuals (collectively, “Merchants”). The Web pages from which you conduct such transactions may bear our logos, names, trademarks or service marks, or brand identity. Nonetheless, we have no responsibility for any of your transactions with any such Merchants, and make no guarantees, representations or warranties regarding any of them. We shall not be responsible for any loss or damage you or anyone else incurs as a result of such transactions or Merchants.

DISCLAIMER OF WARRANTIES

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WE NOR OUR SERVICE PROVIDERS MAKE ANY GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE SITE, CONTENT, ANY SYSTEM, THE SERVICES, THEIR AVAILABILITY OR FUNCTIONALITY OR USE, THE GOODS OR SERVICES ADVERTISED BY THIRD PARTIES VIA THIS SITE OR LINKED SITES, OR THE SUBJECT MATTER OF THIS AGREEMENT. ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY LAW. WE ASSUME NO RESPONSIBILITY FOR THE UNAVAILABILITY OF THIS SITE FOR ANY REASON, FOR VIRUSES, OR FOR INFORMATION PROVIDED BY OR ACTIONS OR OMISSIONS OF THIRD PARTIES. WE DO NOT WARRANT ANY CONTENT AVAILABLE AT OR THROUGH THE SITE, AND NO SUCH CONTENT SHALL BEAR OR CREATE ANY WARRANTY BY US. THIS IS AN AGREEMENT FOR THE PROVISION OF SERVICES. YOU AND WE DISCLAIM ANY APPLICABILITY OF THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. Some jurisdictions may not permit the exclusion of limited warranties. This disclaimer will not apply to the extent that a warranty is incapable of exclusion, restriction or modification under applicable law.

LIMITATION OF LIABILITY

You may not be able to access our Site or the Services for a number of reasons, such as, but not limited to: causes beyond our reasonable control; natural catastrophes; governmental actions or omissions; laws or regulations; terrorism; labor strikes or difficulties; Viruses created by third parties; communication system breakdowns; hardware or software failures; our inability to confirm your identity or your authority to act; changes that we make in our user access requirements; our inability to procure the supplies or materials needed to support this Site or the Services; or our inability to access third party networks, systems and services that we need to communicate with you or provide the Services. We assume no responsibility if this Site or any Service cannot be provided, contains errors, or is delayed due to any of these events, or due to an incorrect e-mail address or other contact information provided by you. The information and services provided by the Site or Services are not intended for investing, trading or business purposes. We have no liability for any loss or damage you suffer as a result of relying on the Site, Services or any Content provided by either. You assume the entire risk of use of, and all risks as to the quality and performance of, the Site, Services and any Content provided by either. We make no representation that the operation of the Site or Services will be uninterrupted, timely, secure or error-free. Our aggregate liability to you in connection with this Agreement, the Site and the Services during any twelve (12) month period will not exceed the greater of one hundred dollars ($100) or the amount of fees we collect from you in connection with the Service(s) in question for the twelve (12) months preceding the cause giving rise to your claim. You agree to notify us promptly at Malaga Bank FSB, 2514 Via Tejon, Palos Verdes Estates, CA 90274, Attn: Legal Affairs, tel. (310) 375-9000, fax (310) 373-3615, email malagabank@malagabank.com, of any circumstance you believe may form the basis for a claim against us in connection with the Site, the Services or this Agreement.

WE WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SIMILAR DAMAGES, WHETHER OR NOT THEY ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING CLAIMS FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR CONTENT, LOST USE OF MONEY OR PRODUCTS, STOPPAGE OF WORK, IMPAIRMENT OF ASSETS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE. Certain jurisdictions may limit our ability to disclaim responsibility for these damages and limit our liability. This disclaimer and limitation of liability will not apply to the extent that a liability is incapable of exclusion, restriction or modification under applicable law. You acknowledge and agree that the fees (if any) imposed in connection with the Services have been set in reliance upon the disclaimers and limitations on liability set forth in this Agreement and your agreement to notify us promptly of any problem.

INDEMNIFICATION

You agree to indemnify, defend and hold us, our affiliates, parents and subsidiaries, our advertisers, the vendors that assist us in providing Services, and our respective directors, officers, employees and agents harmless from and against any and all claims, actions, proceedings, liability, damages and costs (including attorney's fees) (collectively “Claim”) related to or arising out of: (i) the use of this Site or any of the Services by you or by anyone who is under your control or who uses your Site Account; (ii) materials or other information you submit to us or upload, post, transmit, or distribute to or via the Site; (iii) our reliance on instructions that are accompanied by your password or security code; (iv) your use of materials or other information made available through this Site by third parties; or (v) your breach of any representation, warranty or other provision of this Agreement. This paragraph will survive the termination or expiration of this Agreement. You agree to cooperate fully in the defense or settlement of any such claim and not to settle any Claim without our express written consent. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you.

TIME FOR BRINGING ACTIONS

Any claim or proceeding by you to enforce the terms of this Agreement or to recover for any loss related to this Agreement, the Site or any Service must be commenced within one (1) year from the date that the event giving rise to the claim, action or proceeding first occurs.

TERMINATION

You or we may terminate this Agreement at any time without cause. We may immediately terminate or suspend your use of the Site and/or any Services and/or revoke your Site Account if we have reason to believe that you or any user of your Site Account is in violation of this Agreement of any of the user guidelines set forth above or if you fail to pays fees when due. Following any termination or expiration, you will have no further right to access or use the Site or any Service, but the terms of this Agreement will continue to apply to any obligations incurred or arising prior to its termination.

The following sections shall survive any termination of the Agreement ~ Your Liability for Losses Due to Improper Use of Your Password; Your Compliance with Laws and Site Guidelines; Disclaimer of Warranties; Limitation of Liability; Indemnification; Our Intellectual Property; Idea Submission; Time for Bringing Actions; Termination; and Miscellaneous.

MISCELLANEOUS

Amendments to Agreement ~ We may add to, delete from, or change the terms of this Agreement from time to time. We may notify you of the changes by mail, email, or by posting a modified Agreement on our Site. Your continued use of the Site or any Service following such notification or posting will constitute your acceptance of the revised Agreement. Accordingly, please check the Site regularly for revisions to this Agreement. No obligation or warranty enforceable against us shall be created by any oral statement by any of our employees or agents nor by any email from any of our employees or agents addressed specifically to you (as opposed to a general email from us explicitly notifying you and other users of an change in this Agreement). You may not amend this Agreement.

Modifications to Site and Service ~ We reserve the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Site, Services, or any part thereof, with or without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Service.

California Law ~ The validity, construction, interpretation and legal effect of this Agreement will be governed by the laws of the State of California, without reference to its conflict of law provisions. We make no representation that the Content in this Site is appropriate or available for use in all locations. You agree to comply with any laws that apply to your access and use of this Site or the Services, including laws particular to your locality, state or country.

Disputes ~ Any disputes arising out of or under or relating to this Agreement (“Disputes”) shall be resolved solely by mandatory, binding, final arbitration conducted in Los Angeles County, California pursuant to the then-effective Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration and the results thereof shall be confidential. The arbitration shall be before a sole neutral arbitrator selected by the AAA unless the amount in controversy exceeds fifty thousand dollars ($50,000), in which case the arbitration shall be conducted before a panel of three neutral arbitrators selected by the AAA. The arbitrator(s) shall have the power to award legal and equitable relief and to award attorneys' fees and costs to the prevailing party. With respect to any Disputes or aspects thereof (including confirmation of the award of the arbitrator(s)) that are not subject to arbitration under this Agreement, the state and federal courts located in Los Angeles County, California shall have exclusive jurisdiction. The parties hereby waive any objection, to the arbitrators and to such courts, based on personal jurisdiction, venue and forum non conveniens or similar doctrine.

JURY TRIAL WAIVER. YOU AND WE HEREBY WAIVE ANY RIGHT YOU OR WE MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR LITIGATION THAT ARISES BETWEEN US IN CONNECTION WITH THIS AGREEMENT, THE SITE OR THE SERVICES. YOU AND WE ACKNOWLEDGE AND AGREE THAT THE FOREGOING ARBITRATION SECTION CONSTITUTES SUCH A WAIVER.

Entire Agreement ~ This Agreement constitutes the entire understanding and agreement between you and us with respect to the subject matter.

No Third Party Rights; Assignment ~ This Agreement is for the benefit of the parties and our third party Content, software and service providers, each of which shall have the right to enforce its rights hereunder directly and on its own behalf. No other person has any rights under this Agreement. You may not allow others to access or use the Services without our prior written consent. You may not sell, assign or transfer your rights or obligations under this Agreement without our prior written consent. We may sell, assign or transfer our rights or obligations under this Agreement to third party at any time without notice.

Notices ~ You may send notices to us at Malaga Bank FSB, 2514 Via Tejon, Palos Verdes Estates, CA 90274, Attn: Legal Affairs. We encourage you to use a trackable form of delivery, such as registered or express mail.

We may send notices to you at your postal or e-mail address, or by posting a message to you, or to users generally, at our Site.

Severability ~ If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement will continue in effect.

Waiver ~ Any waiver of the provisions of this Agreement must be in writing to be valid, and any such waiver on behalf of the Bank must be by an officer of the Bank authorized to make the waiver. No waiver will occur as a result of a usage of trade, custom or practice or of the course of conduct between you and us. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Relationship of the Parties ~ This Agreement does not create any partnership, joint venture or agency relationship, or any fiduciary or confidential relationship between us and you.

U.S. Government Restricted Rights ~ The Site and Services are provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by the Government of any component of the Service is subject to restrictions as set forth in subdivision subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement, as applicable. The contractor/manufacturer of this Software is Malaga Bank FSB, 2514 Via Tejon, Palos Verdes Estates, CA 90274, Attn: Legal Affairs, tel. (310) 375-9000, fax (310) 373-3615, email malagabank@malagabank.com.

Interpretation and Related Matters ~ Except as otherwise expressly provided herein or unless the context otherwise requires, "including" means "including, without limitation"; the words "herein," "hereof" and "hereunder" and similar words refer to this Agreement as a whole and not to any particular subdivision; and the word “or” is inclusive, not exclusive. All article titles, section titles or captions in this Agreement are for convenience only. You acknowledge that you have read and understood this Agreement and its legal effect. Nothing in this Agreement shall be construed to require the performance by either party of any act contrary to law.