Mobile Deposit End User License Agreement

MOBILE DEPOSIT CAPTURE END USER LICENSE AGREEMENT

This Mobile Deposit Capture End User License Agreement (this “Agreement”) constitutes a legal agreement between you (“Member,” “you” or “your”) and Service One Credit Union, its subsidiaries, affiliates, agents and/or licensors, organized and existing under the laws of the State of Kentucky (collectively and individually referred to as “Credit Union,” “we,” “us” or “our”) and governs your use of the Service, defined herein, on various computing devices, including mobile, tablet or desktop mobile deposit application (the “Application”) for conducting financial transactions. The Application is licensed, not sold, to you.

By clicking the “I Agree” button at the conclusion of this Agreement or by using or continuing to use the Service, you (a) acknowledge that you have read and understood this Agreement; (b) represent that you are of legal age to enter into a binding agreement, and (c) accept this Agreement and agree that you are legally bound by its terms. If you do not agree to these terms, do not use the Application.

1. DESCRIPTION OF APPLICATION

1.1. Mobile Deposit Capture Service (the “Service”) is a personal financial information management service that allows you to transmit and deposit images of checks (“Images”) through use of the Application provided by us or our designated processor (our “Processor”) through our online banking services using compatible and supported mobile phones and/or other compatible and supported wireless devices or network devices under your control. Member acknowledges and agrees that a deposit made by Member using this service is not an “Electronic Fund Transfer” as that term is defined in Federal Reserve Board Regulation E. For purposes of this Agreement, the terms “Credit Union” and “Processor” may be used interchangeably when used in relation to any services performed by a Processor on behalf of Credit Union including, but not limited to, the receipt and processing of images and check data and any notices related thereto.

1.2. Subject to compliance with the terms and conditions of, and as provided in this Agreement, we will enter the images of Checks (as defined herein) into the collection process and in accordance with the provisions of our then-current deposit account agreement and disclosure pertaining to the account(s) into which the deposit is to be made (the “Deposit Agreement”). You acknowledge and agree that we may discontinue, and or change the terms of, the Service or any related content, features, products, or services associated therewith, at any time without notice or liability to you or any third party. You hereby agree that we shall be the exclusive provider of the Service provided in accordance with this Agreement and that you will not use the same or similar services of any other party.

1.3. We reserve the right to refuse to make any transaction you request through the Service. You agree and understand that the Service may not be accessible or may have limited utility over some networks, such as while roaming.

2. CHECKS DEPOSITED AND SECURITY INTEREST

2.1. You hereby agree that you will only scan and deposit a check(s), as such term is defined in Federal Reserve Board Regulation CC (“Reg CC”). You agree that the image of the check that is transmitted to us (each such check a “Check” and, if more than one, “Checks”) shall be deemed an “item” within the meaning of Article 4 of the Kentucky Uniform Commercial Code. You further agree that you will not mobile deposit any Checks or other items that (a) are payable to any person or entity other than you, (b) are prohibited by our then-current procedures pertaining to the Service (the “Procedures”) or are in violation of any law, rule or regulation, (c) you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which a Check is drawn, (d) have not been previously endorsed by a bank and are either “substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement documents” that purport to be substitute checks, without our prior written consent, (e) are drawn on financial institutions that are located outside of the United States or Territories of the United States, or (f) which are not acceptable to us for deposit into a deposit account as provided in the Deposit Agreement, which is incorporated herein by reference and made a part hereof (Checks described in clauses (a) through (f) each a “Prohibited Check” and, collectively, “Prohibited Checks”). If you deposit a Prohibited Check, you agree to indemnify and reimburse us for, and hold us harmless from and against, any and all losses, costs, and expenses (including reasonable attorney’s fees) we may incur associated with any warranty, indemnity, or other claim related thereto. Furthermore, if, after first having obtained our written consent to do so, you provide us with an electronic representation of a substitute check for deposit into an account instead of an original Check, you agree to indemnify and reimburse us for, and hold us harmless from and against, any and all losses, costs, and expenses (including reasonable attorney’s fees) we incur because any such substitute check resulting from such electronic representation does not meet applicable substitute check standards and/or causes duplicate payments.

2.2. You hereby grant us a security interest in all accounts or other deposits (whether general or special) you maintain with us (each such account an “Account”), and in all funds in such accounts or other deposits, to secure your obligations to us under this Agreement. This security interest shall survive termination of this Agreement.

3. LICENSE AND RESTRICTIONS

3.1. Subject to the terms of this Agreement, we hereby grant you a limited, personal, revocable, nonexclusive, non-sublicensable, nonassignable, nontransferable, non-resellable license and right to use the Application for the sole purposes of your use of the Service.
3.2. You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) associated with the Service and the Application are and shall remain the exclusive property of our Processor. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest in IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with these IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and agree that all title and rights in and to any third-party content that is not contained in the Service or the Application but may be accessed through the Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws or treaties.

3.3. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Application or the Service or any part thereof without our prior written consent.

3.4. You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Application, the Service, or any part thereof. You agree not to intercept, capture, emulate or redirect the communications protocols used by us for any purpose, including, without limitation, causing the Service or the Application to connect to any computer server or other device not authorized by us.

3.5. We reserve the right to add or delete features or functions, or to provide programming fixes, updates, and upgrades, to the Service or the Application. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Service or the Application.

3.6. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Service or the Application, and any such maintenance and support service that may be provided will be provided at our discretion.

3.7. You grant to us a nonexclusive, perpetual, non-revocable, and royalty-free license to use, retain and share any information transmitted through the Application by you, including your location, device-based location information, account numbers, names, dates, account amounts, and endorsements solely for the purpose of providing the Service. The license granted under this Section 3.7 shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with any laws, or comply with internal guidelines or procedures.

4. TRANSMISSION OF DEPOSITS
4.1. You shall properly install and use all software and hardware required by this Agreement or otherwise required for, or related to, the use of the Service. You shall (a) endorse each Check to be deposited in accordance with the following: “For Mobile Deposit Only at Service One Credit Union” followed by your name, (b) scan the front and back of each check to be deposited and thereby capture the image of the front and back of each Check and (c) transmit the deposit containing to images of such Checks to us or our Processor in accordance with the Procedures. We reserve the right to amend the Procedures, with or without prior notice to you. We may also provide you with, or require you to establish, a User ID, a personal identification number and/or passwords, and other procedures (collectively, “Security Procedures”) to access the Service. The specific Security Procedures will be described in the Procedures. You agree to, at all times, (x) comply with the Procedures, (y) safeguard the confidentiality and security of the Procedures, Security Procedures and all other proprietary property or information we provide to you in connection with the Service, and (z) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. You acknowledge, understand, and agree that the Security Procedures are not designed for the detection of errors. We are not, and shall not be, obligated to detect errors by you or others, even if we take certain actions from time to time to do so.

4.2. You may send multiple deposits to us or our Processor throughout the day, not to exceed the number of deposits we specify from time to time. The total dollar value of the deposit sent by you to us on any day shall not exceed the dollar limit amount we specify from time to time (the “Deposit Limit”). If the total dollar value of the deposits sent by you to us on any day exceeds the Deposit Limit, we may, at our option, refuse to accept the deposit that exceeds the Deposit Limit, or we may, at our option accept and process the deposit. You agree not to exceed the Deposit Limit. To be eligible for processing on the day transmitted, deposits must be received by us no later than the cut-off time we specify from time to time (the “Cut-Off Time”). A deposit is considered received by us when a complete copy of such deposit has been written on a Credit Union electronic storage device in conformity with our technical and operational requirements. To meet the Cut-Off Time, the entire deposit must be received by us prior to the Cut-Off Time, and the deposit must successfully pass the edits for conformity with our technical requirements. For purposes of determining when a deposit has been delivered and received, our records shall be determinative. A deposit that is received after the Cut-Off Time shall be deemed to have been received on the business day following the business day on which the deposit is actually received by us. We reserve the right to change the number of deposits that may be transmitted in a day, the Deposit Limit, and the Cut-Off Time. All such changes shall be effective immediately and may be implemented prior to your receipt of notice thereof. You may contact us at any time to verify the current number of deposits that may be transmitted in a day, the Deposit Limit, and the Cut-Off Time.

5. RECEIPT OF FILE

You agree that you shall be solely liable for, and we shall not have any liability whatsoever to you for, any deposit or the Images or other information contained therein that are not received by us or for any deposit or the Images or other information contained therein that are intercepted or altered by an unauthorized third party. You agree that we have no obligation to accept a deposit and, therefore, may reject any deposit or the Images or other information contained therein submitted by you. We have no obligation to notify you of the rejection of a deposit or the Images or other information contained therein. We shall have no liability to you for the rejection of a deposit or the Images or other information contained therein or for the failure to notify you of such rejection. We may, at our option, also perform a risk management analysis of one or more deposits submitted by you to detect potentially fraudulent Checks, and at our sole discretion, we may reject any such deposit or the Images or other information contained therein. If, after examination of a deposit and the Images and other information contained therein, we determine that you have complied with this Agreement and processed and transmitted the deposit in accordance herewith and with the Procedures, and the Images meet the Image requirements, then we shall accept the Images for deposit to your Account. Upon acceptance of the deposit, we shall electronically notify you of receipt and acceptance of the deposit. Notwithstanding the fact that we have accepted a deposit, any credit made to your Account shall be provisional, and you shall remain liable to us for any errors, inaccuracies, breach of warranties, and any other loss sustained by, or claim made against, us. For the purpose of determining the availability of funds, we may hold funds for the period of time permitted by our funds' availability disclosure.

6. MAINTENANCE AND DESTRUCTION OF ORIGINAL CHECK

You shall securely store all original Checks for a period of sixty (60) days after you have received notice from us that the deposit containing the Images of such Checks has been accepted (such period as the “Retention Period”). During the Retention Period, you shall take appropriate security measures to ensure that: (a) only authorized personnel shall have access to original Checks, (b) the information contained on such Checks shall not be disclosed, (c) such Checks will not be duplicated or scanned more than one time and (d) such Checks will not be deposited or negotiated in any form. You shall destroy original Checks upon the expiration of the Retention Period applicable to such Checks. You will use commercially reasonable methods of destruction approved by us to destroy original Checks after the expiration of the Retention Period. You hereby indemnify us for and hold us harmless from and against, any and all claims, demands, actions, causes of action, losses and damages, of whatever nature or kind, and regardless of the theory upon which the same is (are) based, caused directly or indirectly by, arising out of, related to, in connection with or resulting wholly or partially from, the destruction of original Checks. You will promptly (but in all events within 5 business days) provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to us as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.

7. COMPLIANCE AND INDEMNIFICATION

7.1. You agree to use the Application and the Service for lawful purposes and in compliance with all applicable laws, rules, and regulations. You warrant that you will only transmit acceptable items for deposit and will handle the original items in accordance with applicable laws, rules, and regulations.

7.2. Any image of a check that you transmit using the Application must accurately and legibly provide all the information of the front and back of the Check necessary to process the Check, including all required endorsements. Each image of a Check shall also meet all standards for image quality established by the American National Standards Institute, the Board of Governors of the Federal Reserve, or any other regulatory agency, clearinghouse, or association.

7.3. You are responsible for any loss or overdraft plus any applicable fees to your Account due to an item being returned.

7.4. In the event any Image that you transmit for a mobile deposit that is credited to your Account is dishonored, you authorize us to debit the amount of such item from your account.

7.5. You agree to notify us immediately if you change your email address, as this is the email address where we will send you notification of the receipt of mobile deposit items.

7.6. You acknowledge and agree that the Service and the Application may at times be temporarily unavailable due to system maintenance or technical difficulties including those of the Internet. In the event that the Service is unavailable, you acknowledge that you can deposit an original check at our branches or through our ATMs or by mailing the original check to our then-current address. It is your sole responsibility to verify that items deposited using the Service and the Application have been received and accepted for deposit. You hereby acknowledge and agree that we shall not be liable to you for any loss or damage of any nature sustained by you as a result of your inability to use the Service or the Application.

7.7. Processing of transactions may be limited based on our normal hours of operation, or those of third-party financial service organizations involved in a transaction.

7.8. You make the following warranties and representations with respect to each image of an original Check you transmit through utilizing the Application:

1. Each Image of a Check transmitted to us is a true and accurate rendition of the front and back of the original check, without any alteration, and the drawer of the check has no defense against payment of the Check.

2. The amount, the payee, signature(s), and endorsement(s) on the original check are legible, genuine, and accurate.

3. You will not deposit or otherwise indorse to a third party the original item (the original Check) and no person will receive a transfer, presentment, or return of, or otherwise be changed for, the item (either the original item or a paper or electronic representation of the original item) such that the person will be asked to make payment based on an item it has already paid.

4. Other than the digital image of an original check that you mobile deposit through the Application, there are no other duplicate images of the original check.

5. You have instituted procedures to ensure that each original check was authorized by the drawer in the amount stated on the original check and to the payee stated on the original check.

6. You are authorized to enforce each item transmitted or are authorized to obtain payment of each item on behalf of a person entitled to enforce such transmitted item.

7. The information you provided remains true and correct and, in the event any such information changes, you will immediately notify us of the change.

8. You have not knowingly failed to communicate any material information to us.

9. You have possession of each original check deposited using the Application and no one will submit or has submitted, the original Check for payment.

10. Files and Images transmitted to us will contain no viruses or any other disabling features that may have an adverse impact on our network, data or related systems.

11. In the event that you believe there has been an error with respect to any original check or image thereof transmitted for a deposit, you will immediately contact us regarding such error or breach as set forth below.

12. No subsequent transferee of the Check(s), including but not limited to Credit Union, a collecting or returning bank, drawer, drawee, payee, or endorser, will be asked to pay the original Check(s) from which the Image(s) was created or a duplication (whether paper or electronic, including ACH entries) of the Check(s).

13. No subsequent transferee of the Check(s), including but not limited to Credit Union, a collecting or returning bank, drawer, drawee, payee, or endorser, shall sustain a loss as the result of the fact that the Image was presented for payment or returned instead of the original Check.

7.9. You agree to indemnify and hold us harmless, along with our directors, officers, employees, shareholders, licensors, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorney’s fees) and damages resulting from (a) any negligent acts, omissions or willful misconduct by you, (b) your use of the Service and the Application, (c) any breach of this Agreement by you, and/or (d) your violation of any law or of any rights of any non-party. The provisions of this Section are for our benefit and that of our directors, officers, employees, shareholders, licensors, and agents. Each of these individuals or entities expressly retains the right to assert and enforce these provisions directly against you on their or its own behalf.

8. RETURNED CHECKS

If Images of Checks deposited by you are dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent for any reason, including, but not limited to, issues relating to the quality of the Image, you acknowledge and agree that, since you either maintain the original Check or you have destroyed the original Check in accordance with this Agreement, the original Check will not be returned, and we may charge back an Image of the Check to your Account. You understand and agree that the Image may be in the form of an electronic or paper reproduction of the original Check or a substitute check. Unless otherwise instructed by us, you agree not to deposit the original Check if an Image or other debit as previously described in charged back to you.

9. TERMINATION

9.1. We may terminate this Agreement at any time without notice. This Agreement and your use of the Service and the Application may be immediately terminated if you use the Application in a manner than violates any provision of this Agreement or any other applicable agreement between you and us.

9.2. Upon termination of this Agreement, you: (a) acknowledge and agree that all licenses and rights to use the Service and the Application shall terminate; (b) will cease any and all use of the Application, and (c) will remove the Application from all computing devices, hard drives, networks and other storage media in your possession or under your control.

10. LEGAL COMPLIANCE AND EXPORT RESTRICTIONS

You represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country”; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. You also acknowledge that the Service and the Application may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to us as well as end-user, end-use and destination restrictions imposed by U.S. and foreign governments.

11. WARRANTY DISCLAIMER

11.1. WE CANNOT FORESEE OR ANTICIPATE ALL TECHNICAL OR OTHER DIFFICULTIES RELATED TO THE APPLICATION OR THE SERVICES. THESE DIFFICULTIES MAY RESULT IN LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER APPLICATION INTERRUPTIONS. WE ASSUME NO RESPONSIBILITY FOR ANY DISCLOSURE OF ACCOUNT INFORMATION TO NON-PARTIES, THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE APPLICATION.

11.2. WE ASSUME NO RESPONSIBILITY FOR THE OPERATION, SECURITY, FUNCTIONALITY, OR AVAILABILITY OF ANY COMPUTING DEVICE OR NETWORK THAT YOU UTILIZE TO ACCESS THE APPLICATION OR USE THE SERVICE.

11.3. YOU AGREE TO EXERCISE CAUTION WHEN UTILIZING THE APPLICATION ON YOUR COMPUTING DEVICE AND TO USE GOOD JUDGMENT AND DISCRETION WHEN OBTAINING OR TRANSMITTING INFORMATION.

11.4. THE SERVICE AND THE APPLICATION PROVIDED HEREUNDER ARE PROVIDED “AS IS,” WITH ALL WARRANTIES DISCLAIMED, INCLUDING ALL EXPRESS OR IMPLIED WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISE UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE APPLICATION ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICE AND THE APPLICATION SHALL BE BORNE SOLELY BY YOU.

11.5. THERE IS NO WARRANTY THAT THE SERVICE AND THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO THE SERVICE AND THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT ANY DEFECTS IN THE SERVICE AND THE APPLICATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH USE OF THE SERVICE AND THE APPLICATION ARE AT YOUR SOLE RISK AND DISCRETION AND WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO FOLLOW PROPER BACKUP PROCEDURES TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF THE SERVICE AND THE APPLICATION.

11.6. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11.7. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR LOST PROFITS) OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. OUR TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN ITS ENTIRETY TO THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE TOTAL AMOUNT PAID, IF ANY, BY YOU FOR USE OF THE APPLICATION AND ANY MONTHLY FEES CHARGED TO YOU DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

13. NOTICES/CONTACT INFORMATION

All communication with us should specify your name and Account information. Our contact information is as follows: Service One Credit Union, P.O. Box 51770, Bowling Green, KY 42102. All notices from you must be made in writing. Legal notice to us shall be effective when received at our address.

14. GENERAL INFORMATION

14.1. The laws of the State of Kentucky and applicable provisions of federal law, excluding its conflicts-of-law rules, govern this Agreement.

14.2. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.

14.3. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14.4. You agree not to transfer or assign this Agreement or any of your rights under this Agreement. Any purported transfer or assignment by you in violation of this Section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors permitted assigns, and legal representatives.

14.5. The provisions of this Agreement relating to intellectual property ownership, restrictions on use, disclaimers of warranties, limitations of liability, and indemnification shall survive termination or expiration of this Agreement for any reason.

14.6. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

14.7. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be brought in the courts of the State of Kentucky in each case located in Warren County, Kentucky. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Further, each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

14.8. The terms of the Deposit Agreement and all other agreements with us pertaining to any Account are incorporated by reference and made a part of this Agreement. In the event of any inconsistency between such agreements and this Agreement, the provisions of this Agreement shall control to the extent necessary. You agree that this Agreement is the entire statement of the terms and conditions which apply to the subject matter hereof. This Agreement supersedes any prior agreements between the parties relating to the Service.

14.9. This Agreement shall not be construed to confer any rights or remedies upon any person not a party to this Agreement, whether as a third party beneficiary or otherwise, against Member or Credit Union, their respective successors, assigns, and affiliates.