Published March 2022
By installing or using the mobile application (the “BBH Application”) associated with these terms of use (these “Terms”), you agree to be bound by these Terms as well as the Online Terms and Conditions set forth at https://www.bbh.com/us/en/policies-and-disclosures/legal.html (or any successor URL). The BBH Application and all services provided to you through the BBH Application (referred to below collectively as “Services”) constitute “Online Services” under the online Terms and Conditions. Furthermore, your use of Services constitutes your acceptance of any terms and conditions specifically governing each such Service you access or use with the BBH Application, which may be set forth in a separate related agreement governing such Service (e.g., your investment advisory services agreement with BBH). Please review these Terms and the Online Terms and Conditions carefully before installing or using the BBH Application.
These Terms incorporate and are supplementary to, and not in replacement of, any applicable end user license or similar agreement relating to the use of your mobile device or other software installed thereon (collectively, the “Usage Rules”).
1. General Terms:
The Services may include access to certain electronic systems, including access to account information (including, but not limited to, account statements and daily trade confirmations) and mobile check deposit services. Mobile check deposit transactions conducted using the Application are subject to the terms and conditions of your agreement with BBH governing your investment advisory account (“BBH Account Agreement”) and/or BBH Checking Account Agreement. Services are not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof would be contrary to applicable law rules or regulations (“Applicable Law”). We may update the Terms from time to time and your continued use of the Services constitutes acceptance of the new terms. Furthermore, these Terms are binding on any of your agents, authorized persons or others with access to the Services.
2. Authority and Capacity:
You represent, warrant and covenant that:
(i) you are at least eighteen (18) years old, and you are a U.S. citizen or are physically present in the United States as you access the BBH Application;
(ii) you are competent and you have the capacity and authority necessary to accept these Terms;
(iii) you will not use the BBH Application or any Services related thereto for any purposes prohibited by United States law and shall not use or otherwise export or re-export the software, except as authorized by United States law; and
(iv) you are not listed on any U.S. Government list of prohibited or restricted parties.
3. Scope of License, Usage and Proprietary Rights:
The BBH Application is made available to you on a limited, revocable, and non-transferable basis. And there are no implied licenses granted under these Terms. It can be used only on a compatible device you own or have explicit permission to possess and use, as permitted by the terms set forth in the Usage Rules and these Terms.
You may not:
(i) use the BBH Application on any device you do not own or have explicit authorization of the owner to control, use or otherwise install or run the BBH Application (e.g., such as where prohibited by applicable security policies in the case of corporate users);
(ii) distribute or make the BBH Application available over a network where it could be used by multiple devices at the same time;
(iii) use the BBH Application for any purpose or in any manner not specifically authorized by these Terms or the terms and conditions of the BBH Remote Deposit Capture Supplement;
(iv) rent, lease, lend, sell, redistribute or sublicense the BBH Application;
(v) copy (except as expressly permitted by these Terms and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the BBH Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the BBH Application);
(vi) refer to, disclose or use the BBH Application as part of any effort to: (a) develop a program having any functional attributes, visual expressions or other features similar to those of the BBH Application;
(vii) perform benchmark testing, or publish any results of any authorized benchmark testing, on the BBH Application;
(viii) interfere with, modify, disrupt, or disable features or functionality of the BBH Application, including any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the BBH Application;
(ix) attempt to gain unauthorized access to the BBH Application or its related systems or networks;
(x) use the BBH Application to conduct any type of application service provider, rental, service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any third party, whether on a fee basis or otherwise or use or otherwise provide, directly or indirectly, the BBH Application to or for the benefit of any third party; or
(xi) combine, incorporate utilize, or distribute the BBH Application with or in connection with any product or system which, alone or in combination with the BBH Application, infringes or misappropriates the intellectual property rights of any other person.
Any attempt to do any of foregoing is a violation of the rights of BBH and its licensors. If you breach any of the foregoing restrictions, you may be subject to prosecution and damages. The terms of this license will govern any updates provided by BBH that replace and/or supplement the BBH Application, unless such update is accompanied by a separate license in which case the terms of that license will govern. THE BBH APPLICATION IS LICENSED, NOT SOLD, TO YOU FOR USE. BBH RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU.
You agree that we may provide certain portions of the Services under license from third parties, and you agree to comply with any additional restrictions on your usage that we may communicate to you from time to time.
You agree the BBH Application or the Services may contain content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such content, information or materials in any way whatsoever except for the permitted use of the Services and BBH Application. The trademarks, logos and service marks (“Marks”) displayed on the BBH Application and the Services are the property of BBH, its trademark licensors or other parties (and used with permission). You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the World Wide Web without the written permission of BBH or such third party which may own the Marks.
4. Existing Terms and Conditions:
These terms do not amend, change or replace any other notices or information that you receive in connection with your BBH account including, without limitation, any information provided to you on your periodic account statement or your BBH Account Agreement. In case of any conflict between these Terms and the your BBH Account Agreement, these Terms shall control.
5. Mobile Check Deposits:
Mobile check deposit transactions conducted using the BBH Application are subject to (i) the terms and conditions of your BBH Account Agreement and/or your BBH Check Writing Agreement and (ii) the terms and conditions of the BBH Remote Deposit Capture Supplement.
6. Push Notifications:
When you are logged into the BBH Application, you may receive a message asking if you would like to allow push notifications. Push notifications are a way for an application to deliver information, including alerts, sounds and icon badges, to your mobile device. Push notifications can be delivered whether or not you are currently logged-in to any/or using the application and whether or not your device is in locked and/or in sleep mode. Your push notifications selections will automatically apply to all devices where you enable push notifications except for certain notifications which must be enabled on a device-by-device basis as indicated in the BBH Application. Push notifications are provided for your convenience and do not replace your monthly account statement(s) which are the official record of your account(s). BBH does not charge a fee for sending push notifications, but fees may be imposed by your carrier or service provider depending on your data plan. If you do not wish to receive push notifications from us, you can disable them under the Profile & Settings page. If you allow push notifications from us but later decide you no longer want to receive them, you can adjust your settings in the Profile & Settings page, or turn them all off through your device notification settings. For additional assistance with push notifications, contact your BBH relationship management team.
You agree that we may send push notifications to you through your communication service provider in order to deliver them to you and that your communication services provider is acting as your agent in this capacity. We may use a telephone number, e-mail address or other delivery location we have in our records for you or other such contact information as you may provide to us for push notifications.
You understand and agree push notifications may not be encrypted and may include personal or confidential information about you such as your account activity or the status of your account. You also understand that there may be a disruption in service when you change your communications service provider. Messages may be delayed or impacted by factor(s) pertaining to your Internet service provider(s), phone carriers, or other parties.
In the event of a system failure or interruption affecting push notifications, your data may be lost or destroyed. Any transaction(s) that you initiated, were in the process of completing, or completed shortly before a system failure or interruption should be verified by you through means other than the BBH Application to ensure the accuracy and completeness of such transaction(s). You assume the risk of loss of your data during any system failure or interruption and the responsibility to verify the accuracy and completeness of any transaction(s) so affected.
We will not be liable for losses or damages arising from any disclosure of account information to third parties resulting from a push notification. We also will not be liable for losses or damages arising from any non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, any push notification, or for any actions taken in reliance thereon. You are responsible for any and all charges, including, but not limited to, fees associated with text messaging imposed by your communications service provider. We are not responsible for any damages resulting from your or your communication service provider’s or app store’s failure to comply with any terms and conditions provided by your communication service provider or any app store.
In addition to the indemnities provided in your BBH Account Agreement and otherwise in these Terms, you agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability, cost and expenses (including reasonable attorneys’ fees) arising from your use of the Services, provision of a phone number, e-mail address, or other delivery location that is not your own or your violation of applicable federal, state or local law, regulation or ordinance. Your obligation under this paragraph shall survive termination of your BBH Account Agreement and these Terms.
7. Payment/Transfer Instructions:
Not all accounts are eligible for payment/transfer instructions through the BBH Application. We reserve the right to limit eligibility for payment/transfer instructions through the BBH Application to certain types of accounts and to change such eligibility from time to time. We reserve the right to restrict categories of recipients to whom payments/transfers may be made by instruction through the BBH Application. We also reserve the right to cancel your eligibility to provide payment/transfer instructions through the BBH Application generally or to certain recipients at any time for any reason.
As a sender of payment/transfer instructions through the BBH Application, you acknowledge and agree that we as we determine in our sole discretion may delay or cancel the execution of your payment/transfer instruction(s), charge back the amount of any credit(s) to the applicable account(s) and/or claim a refund from you for such amount(s).
Cutoff times to schedule payments/transfers through our Funds Transfer system are as follows in Eastern Standard Time (“ET”): 2:00 PM. Any request received thereafter is process on a best efforts basis. These cutoff times reflect the times displayed on our internal system clocks and may not necessarily be synchronized with the internal clock displayed on your mobile device. For this reason, we suggest that you transmit any payment/transfer instruction through the BBH Application to us sufficiently in advance of such cutoff time to eliminate the possibility of missing the cutoff.
For payments/transfers resulting from instructions through the BBH Application in excess of $100,000, a representative will call you on your authorized telephone number to confirm instructions provided.
Because your payment/transfer instructions transmitted through the BBH Application is transmitted to us on your mobile device, the resulting payment/transfer cannot be sent to your recipient with a payment stub or other supporting documentation. Payments received without a payment stub or other supporting documentation are sometimes processed by a recipient at a different location or in a different manner. For this reason, if a payment stub or other supporting documentation is generally or sometimes received by the recipient, we recommend that you contact your recipient about the payment resulting from the payment/transfer instruction transmitted to us through the BBH Application.
You are responsible for all payment/transfer instructions transmitted through the BBH Application. If you permit other persons to use your password or other credentials and/or your mobile phone to access the BBH Application, you are responsible for any payment/transfer resulting from their instruction. If you make information available to a person that would enable them to create a password or other credentials to access your account through the BBH Application, you are responsible for any payment/transfer resulting from their instruction. You make information available when you provide it and/or fail to secure it.
8. Collection and Use of Data:
When you are logged into the BBH Application, you may be asked to allow “Location Services”. Enabling Location Services allows BBH to access your location. You can always adjust your Location Services permissions through your device settings. In addition, you agree that BBH may collect the following information periodically and without further notice to you as a result of your use of the Services: technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals. You agree that our use of this information is governed by the BBH Privacy Policy.
9. Security / Passwords:
You are solely responsible for maintaining the physical security of your devices and the confidentiality of any user identifications, passwords, authentication codes or other security devices or procedures (collectively, “Passwords”). You may not share your Passwords with any third party without our written approval. You agree to safeguard your Passwords and not to give or make available, intentionally or otherwise, your Passwords to any unauthorized person. You must immediately notify us in writing if you believe that your Passwords have been compromised or if you suspect unauthorized access to your account by means of the Services or otherwise, or when a person to whom Passwords have been assigned is no longer permitted to access the Services. We will not be responsible for any breach of security, or for any unauthorized trading or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the confidentiality of your Passwords.
ACCOUNT ACCESS THROUGH THE BBH APPLICATION IS SEPARATE AND DISTINCT FROM YOUR EXISTING SIGNATURE ARRANGEMENTS FOR YOUR ACCOUNTS. THEREFORE, WHEN YOU GIVE AN INDIVIDUAL THE AUTHORITY TO ACCESS ACCOUNTS THROUGH THE BBH APPLICATION, THAT INDIVIDUAL MAY HAVE ACCESS TO ONE OR MORE ACCOUNTS TO WHICH THAT INDIVIDUAL WOULD NOT OTHERWISE HAVE SIGNATURE ACCESS. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR PASSWORD OR OTHER CREDENTIALS TO ACCESS THE BBH APPLICATION. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH PASSWORD OR OTHER CREDENTIALS, AND TO ACT ON SUCH INSTRUCTIONS.
10. Access to Camera:
You acknowledge and agree that BBH may access your device camera in order to allow you to make a deposit directly into your eligible BBH Account using the BBH Application. The BBH Application allows you to submit photos of the front and back of your endorsed eligible check, which you authorize us to then process.
You may choose to utilize a feature which provides enhanced authentication (i.e. sign on) options when using the BBH Application. The additional options include a numeric pin as well as biometric options of facial recognition (FaceID) or fingerprint recognition (Fingerprint). If you select the face recognition feature you must allow the BBH Application to access the camera of your device to capture a data representation of your face. That representation will be compared to your image when you sign on. We will not retain an image of you. You should only enable biometrics if you are the only person who has fingerprints or faces registered on your device. If you store multiple fingerprint or faces on your device, including those of additional persons, those persons may also be able to access the BBH Application when biometrics is enabled.
You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to BBH with your wireless operator account profile information for the duration of your business relationship with BBH.
The BBH Application may provide you access through other third-party services through application programming interfaces (“APIs”). Your use of such services are subject to the terms of use and privacy policies of such services.
11. Instructions:
The following additional provisions apply to instructions provided via the Services:
(i) You authorize us to act upon instructions received through the Services utilizing your Passwords as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any losses you experience as a result; and
(ii) From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Services may result in a delay in processing instructions. In such an event, we shall not be liable to you or any third party for any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind (including without limitation, reasonable attorneys’, accountants’, consultants’, or experts’ fees and disbursements) that you experience due to such a delay. In no event will we be liable for indirect, consequential or special damages, including lost profits, arising from your use of the Services, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory.
12. Malicious Code:
You understand and agree that you will be responsible for the introduction (by you, your employees, agents, or representatives) into the Services, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services themselves; or (ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Services or the system containing the software code for the Services (“Malicious Code”). You agree to take all necessary actions and precautions to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Services.
13. Indemnity:
In addition to the indemnities provided in your BBH Account Agreement and otherwise in these Terms, you acknowledge and agree that you are responsible for your conduct while using the Services and agree to indemnify and hold us and our officers, directors, employees, agents and third party service providers harmless from and against any loss, damage, liability, cost or expense of any kind (including, but not limited to, reasonable attorneys' fees) that we may incur in connection with a third party claim or otherwise, in relation to your use of the Services or the use of the Services by anyone using your account number, PIN, user ID or Password or other credential or your violation of these Terms or the rights of any third party (including, but not limited to, privacy rights). Your obligations under this section shall survive termination of your BBH Account Agreement.
14. Termination:
BBH may terminate your access to the Services at any time, for any reason, with five (5) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with any of the Terms or any terms and conditions specifically governing a particular service or products and set forth in a separate related agreement governing such service or product, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated Applicable Laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days’ notice. Upon termination, we will cancel all your Passwords and IDs and any in-process or pending instructions will be carried out or cancelled, at our sole discretion. You agree that these Terms shall survive any termination of your right of access to these Services.
15. Disclaimer of Warranties/Limitation of Liability:
The BBH Application and the Services are provided by us “as is”, and “with all faults” and neither we nor any third party that contributes in any manner to the Services makes any representation or warranty whatsoever, arising out of or related to the Services, including warranties (1) with respect to the accuracy, completeness or timeliness of the Services or BBH Application; or (2) that the Services shall be uninterrupted or error free. Further, we and any third party that contributes in any manner to the Services or BBH Application disclaim any express or implied warranties, including, without limitation, any implied warranties of title, noninfringement, merchantability, or fitness for a particular purpose relating to the Services or BBH Application. Any hyperlink to another site is not and does not imply an endorsement, investigation, verification or monitoring by us of any information on that site.
YOU AGREE NEITHER WE NOR OUR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF RECOVERY, RELATED IN ANY WAY TO YOUR USE OF THE SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
16. Binding Effect:
These Terms are binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under these Terms at any time without notice to you. Your rights under these Terms may not be assigned without our prior written consent.
17. Non-US Residents:
The Services do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such Services in certain jurisdictions outside of the United States where BBH is not registered, or the conducting of any investment advisory, banking or other similarly regulated activities in such jurisdictions.
18. Third Party Materials:
The BBH Application may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. You acknowledge and agree that BBH is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. BBH does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials or web sites. Third Party Materials and links to other web sites are provided solely as a convenience to you.
You agree and acknowledge that any CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Service Bureau (“CSB”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. Any use by you outside of the clearing and settlement of transactions requires a license from CSB, along with an associated fee based on usage. You agree that misappropriation or misuse of such materials will cause serious damage to CSB and ABA, and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, you agree that in the event of any misappropriation or misuse, CSB and ABA shall have the right to seek injunctive relief in addition to any other legal or financial remedies to which CSB and ABA may be entitled. You agree that you shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. You further agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CSB. NEITHER CSB, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CSB, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CSB, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CSB AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
