Online Usage Agreement

This Online Usage Agreement (this “Agreement”) states the terms and conditions that govern your use of the Services as further defined below. By clicking the “I agree to the Terms and Conditions of the Online Usage Agreement” checkbox at the bottom of the page and then pressing the submit button, you acknowledge that you have read and understand the contents of this Agreement, and that you agree to be legally bound by it. You may refer back to this Agreement at any time by accessing the Online Usage Agreement tab on the Northwest FCS Member Account homepage.

Definitions. In this Agreement, the words:

“We,” “us,” “our” and “Northwest FCS” means, collectively, Northwest Farm Credit Services, ACA, Northwest Farm Credit Services, FLCA and Northwest Farm Credit Services, PCA and any of their affiliates, licensors or service providers.  For purposes of the Disclaimer of Warranties and Liability and Indemnification sections only, “Northwest FCS” shall mean Northwest FCS and all its past, present and future officers, directors, employees, authorized representatives, contractors, agents, third party service providers and any person or entity involved in the creation, production or delivery of this Website or the information provided here.

“You” or “your” means, as applicable, the individual agreeing to be bound by the terms of this Agreement as user of the Services. For Services which provide access to customer account information “you” or “your” means an individual or entity that is the owner of an account or an individual that is properly authorized, as required by Northwest FCS, by the account owner to view account information.

“Services” means the online services available on the Website, commonly known as “Northwest FCS Member Account”, which includes various communication tools, to include secure messaging, and personalized content as may be available on our Website from time to time and may be changed, added or removed from time to time, at our sole discretion. When this happens Northwest FCS will update its Website accordingly.

“Website” refers to northwestfcs.com the Northwest FCS website and other web pages accessible through the website.

Use of the Services. Each time you use any of the Services, your use constitutes your continuing agreement to use the Services according to this Agreement and to be legally bound by all its terms, as these terms are now or as they may change in the future from time to time. Each time you use any of the Services, your use also constitutes your continuing agreement with the Conditions of Use applicable to the Website, which Conditions of Use are specifically incorporated into, and shall constitute a part of, this Agreement by reference. You can access the Conditions of Use by clicking on the Conditions of Use tab at the bottom of any page on the Website.

You agree to use the Services only for those accounts for which you have authorized access and use; to use the Services only in accord with this Agreement, the Conditions of Use and all applicable laws; and to comply with any user requirements as they may be promulgated from time to time. Contact Northwest FCS if any transaction requiring prompt completion cannot be made or concluded through any of the Services.

Electronic Communications. From time to time we may need to convey information to you about our Services. By agreeing to the terms and conditions of this Agreement, you agree that we may provide such information to you electronically. This might include, for example, revisions and amendments to this Agreement or other information in connection with any of the Services. Contact Northwest FCS if you wish to withdraw your consent to receive information electronically.

Secure Messaging. When you enroll in the Services, you will have access to our Website, which may include the capability to send a secure message to Northwest FCS. You will be asked to designate a personal (noncommercial) primary email address, which we will use to notify you when a message and or information has been posted to your Northwest FCS Member Account. We may also use this email address to provide you with other notifications regarding functionality of the Services.

Contact Information. You agree to regularly keep Northwest FCS updated regarding your contact information so that we may send electronic (email) messages to you as needed, in conjunction with this Agreement. You may contact Northwest FCS by phone or email at 866-552-9172 or CustomerCare@NorthwestFCS.com.

Security and Failure To Activate and/or Maintain Your Account. You agree to follow Northwest FCS’ security procedures and recommended security practices as posted on the Website. To ensure your privacy while using our Website and the Services, you are only able to access this information with high security browsers. If you have any questions regarding the minimum system requirements of the Services, please contact Northwest FCS. If a change in hardware or software requirements is needed for you to access the Services, Northwest FCS will notify you of the revised requirements for access.

Once you have enrolled in the Services, you will be asked to select your online identification (the “Online ID”) and secure password (the “Password”). You should avoid using a Password that is easily determined by third parties. It is strongly recommended you change your Password regularly to protect the security and privacy of your financial information, and update your profile information regularly.

In order to maintain a secure system, in the event that you (i) fail to login to our system and activate your Online ID and Password within ninety (90) days from your enrollment date, or (ii) fail to login to our system for a period of ninety (90) consecutive days we may terminate your access to any of the Services and remove you from our system.

Each time you access the Services online, you will be required to enter your Online ID and Password. If no action is taken within twenty (20) minutes or such other time period as we may institute from time to time, you will be automatically logged off and be required to re-enter your Password. You agree to refrain from leaving your computer unattended while logged on to the Services. You are responsible for maintaining the confidentiality of your Online ID and Password. If your Online ID and or Password is lost or stolen, or you have reason to believe it is known by another individual, you must immediately notify Northwest FCS, and immediately change your password. Failure to notify us could result in a loss of funds and immediate notification will help to minimize any losses you suffer through unauthorized use of your Online ID and or Password.

Responsibility for Unauthorized Use. Except as expressly prohibited under applicable state or federal law, you shall be responsible for any liability, loss or damage resulting from any breach of security or unauthorized disclosure or use of your Password. We shall be under no obligation to monitor your transactions for unauthorized use. You agree that we will rely on your Online ID and Password to identify you as using the Services. You agree that we may provide the Services to any person using your Online ID and Password, subject to the terms of use in this Agreement. Northwest FCS is not liable for any unauthorized transaction or access to your account, or for any damages resulting from this, if such action was initiated using your Password.

Account Errors. If you discover an error in the account information you access from the Services, including but not limited to transactions summaries, pricing information, and billing statements, you must immediately contact Northwest FCS. If you fail to object within 30 days you will waive any right to object to the accuracy of the accounting.

No Liability for Failure to Provide the Services. The Services are provided as a convenience to you. Under no circumstances will we have any liability to you for failing to provide you access to any of the Services. Furthermore, unless otherwise required by applicable law, we will only be responsible for performing the Services as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from gross negligence or intentional misconduct in performing the Services.

Northwest FCS assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any communications or personalization settings. You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges).

We will not be obligated to honor, in whole or in part, any instruction which:

• is not in accordance with any term or condition applicable to the Services;
• we have reason to believe may not be authorized by you;
• would violate any applicable provision of our risk control programs or any applicable law, rule or regulation of applicable state or federal law;
• is not in accordance with any other requirement of our applicable policies, procedures or practices; or
• we have reasonable cause not to honor for our or your protection.

Your Liability. Except as otherwise provided by law, you shall be solely liable for any loss or damages in all cases where:

• We have followed the security procedures applicable to your use of the Services;
• You fail to notify us within a reasonable time, not to exceed 30 days after receipt, of any discrepancy in your billing statement regarding a transaction; or
• You or your current or former authorized representatives attempt or commit unauthorized, fraudulent, or dishonest acts. Your liability includes, but is not limited to, instances where a former authorized agent, representative or employee or anyone else initiates a transaction to your detriment by obtaining access to your transmitting facilities or your security information, regardless of how that access or information was obtained and regardless of whether the obtaining of such access or information is your fault. We are under no obligation to know that instructions may be erroneous, improper or unauthorized.

Disclaimer of Warranties and Liability. The Services are provided “AS IS” and WITHOUT WARRANTY of any kind. Northwest FCS makes no warranty, representation or guaranty as to the content, sequence, accuracy, timeliness or completeness of the Services or information or that the Services may be relied upon for any reason or that the Services will meet your requirements. Northwest FCS makes no warranty, representation or guaranty regarding your right or ability to use or access the Services or that the Services or information will be uninterrupted,  error free or that any defects can be corrected. It is expressly understood and agreed that EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.

Northwest FCS shall have no liability for:

• Any loss or injury caused, in whole or in part, by its actions, omissions, or negligence, or for contingencies beyond its control, in delivering the Services;
• Any errors, omissions, or inaccuracies in the Services regardless of how caused, or delays or interruptions in delivery of the Services;
• Any damage to your computer hardware, software, data, information, and business resulting from the information or lack of information available through the Services; or
• Any decision made or action taken or not taken in reliance upon the Services furnished hereunder.

By establishing access to the Services, you agree that IN NO EVENT WILL NORTHWEST FCS BE LIABLE FOR LOST PROFITS OR FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR ECONOMIC DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER, UNDER ANY THEORY OF LIABILITY, ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SERVICES, OR THE INFORMATION OR SERVICES PROVIDED HERE, OR THE INABILITY TO USE THE INFORMATION OR MATERIALS PROVIDED HERE, REGARDLESS OF CAUSE, AND REGARDLESS OF WHETHER NORTHWEST FCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY NORTHWEST FCS LIABILITY UNDER THIS AGREEMENT OR ARISING FROM THE USE OF THE SERVICES SHALL BE LIMITED TO THE REASONABLE COST OF TAKING CORRECTIVE ACTION REGARDING THE CIRCUMSTANCE GIVING RISE TO THE LIABILITY BEING CLAIMED. SUCH LIMITATION SHALL BE THE MAXIMUM EXTENT OF NORTHWEST FCS’ LIABILITY, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST NORTHWEST FCS, AND THIS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH LIABILITY.

Proprietary Rights. Northwest FCS and other third parties, where applicable, are the absolute owners of all intellectual property and rights applicable to the Services. Except as specifically authorized in this Agreement, you do not have permission to copy, use or republish in any form any information found on the Website (including any trademarks or service marks of Northwest FCS). You are authorized to view the information available through the Services for business use and informational purposes only, and you may create an electronic copy of the information for your use. No part of the information may be otherwise copied, reproduced or redistributed in any form without prior written consent from Northwest FCS. You also agree that your right to use the Services is derived solely from, and is expressly limited by, this Agreement. You agree not to assert any claim of ownership over the information, including any software or data, based on your use. Access to the Services shall not be construed as granting any license or right to use such any rights or marks without our written permission.

Indemnification. You agree to indemnify, defend and hold Northwest FCS harmless from and against any and all claims, liabilities, damages, judgments, awards, losses or cost and expenses of any kind, including without limitation, reasonable attorney's fees and court costs, which may result, directly or indirectly, in whole or in part, from the actions taken or services rendered by Northwest FCS under this Agreement pursuant to your instructions or the information you provide.

Disclosure of Your Account Information. Northwest FCS agrees to follow commercially reasonable standards to protect your account information and other confidential information provided through the Services. You agree that Northwest FCS may disclose all or any portion of this information to its own employees, contractors, agents, affiliates, third party service providers, independent auditors, regulators, consultants or attorneys as needed (a determination within the sole discretion of Northwest FCS) to provide, administer and monitor the Services and to carry out Northwest FCS’ responsibilities under this Agreement and all applicable law.

Business Use. Services are provided to be used in relation to and for the purposes of your business. You covenant and agree not to use the Services primarily for personal, family or household purposes.

Changes to This Agreement; Access. Northwest FCS reserves the right to change the terms of this Agreement at any time. If any changes are made, the revised Agreement will be updated and posted on the Northwest FCS Member Account homepage. A change in terms will become effective immediately after the date notice is provided to you. Your continued use of the Services after the effective date will be your agreement to be bound by this Agreement, as amended by the new terms. You are always free to reject any change in the terms of this Agreement by terminating your access to the Services. Northwest FCS also reserves the right to condition or deny access to the Services with or without cause or notice.

Termination. If you wish to terminate any or all of the Services, please contact Northwest FCS. If you terminate this Agreement you will no longer be eligible to use the Services. Northwest FCS reserves the right to terminate any and all of the Services or access to any account at any time and without prior notice. Northwest FCS also reserves the right to terminate access privileges for all accounts applicable to a customer if any account under that customer becomes delinquent, is declared to be in default, becomes subject to litigation or other court proceedings, is restructured, or is accessed in violation of applicable law, this Agreement, or the Conditions of Use. Northwest FCS will make a reasonable attempt to notify you if your access is terminated for any reason.  Northwest FCS will not be liable for any claims as a result of such termination.

Other Agreements with Northwest FCS. This Agreement is not intended to modify any of the terms of any loans or other related services that you may have with Northwest FCS. Your rights and obligations with respect to any such loans or other related services will continue to be covered by the agreements entered into between you and Northwest FCS in connection with the loans or other related services. If this Agreement conflicts with any other written agreement between you and Northwest FCS, or the other written agreement has terms that are not addressed in this Agreement, then the other written agreement will control and take precedence, unless this Agreement specifically states otherwise. The other written agreement will only control to the extent necessary to resolve the conflict or inconsistency.

Loan Information. While we make every reasonable effort to include accurate and up-to-date information on the Website, you should not rely on the payment amounts or principal, escrow, reserve or similar balances set forth in the Website in connection with a required payment or a proposed repayment of a loan, unless such amounts have been confirmed in a formal payment invoice or a payoff statement executed and delivered to you by an authorized agent of Northwest FCS.

No Commitment; No Notice. Access to the Services does not constitute a commitment, express or implied, by Northwest FCS to enter into any agreement with respect to existing transactions or future transactions. The Website cannot be used to carry out transactions or provide legal notice to us.

Northwest FCS may be required by state of federal law to notify you of certain events.  You hereby acknowledge and agree that such notices will be effective upon Northwest FCS posting them on the website or, to the extent that you provide your email address to Northwest FCS, by delivering them to you via email.  You may update your email address by contacting Northwest FCS.  If you do not provide Northwest FCS with accurate or updated information, Northwest FCS will not be responsible for failure to notify you

Severability. If any provision of this Agreement is found to be invalid or unenforceable under applicable law, that provision shall be ineffective to the extent of such invalidity only, without affecting the remaining provisions of this Agreement.

Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington.