Commercial Deposit Account Agreement
IMPORTANT - PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.
Last Updated: 4/20/22.
Customer service contact information
Mailing address: 1110 Gorgas Avenue, Suite A4-700 San Francisco, CA 94129
Support email: email@example.com
This agreement (the “Agreement”) contains the terms and conditions governing the deposit account (the “Account”) made available and provided by the Column National Association, referred to as “Bank,” “we,” “our,” and “us.” The Bank is a nationally chartered depository financial institution and a member of the Federal Deposit Insurance Corporation (“FDIC”). “You,” “your,” and “Account Owner” refer to the owner of the Account. You may submit a request to open the Account via the application program interface Bank makes available to you (“API”). The API and other information Bank may make available to you from time to time will be available on Bank's website (“Website”). Bank may refuse to process any transaction(s) that it believes may violate the terms of this Agreement or applicable law.
Bank's business days are Monday through Friday, excluding federal holidays (“Business Day”).
The Account is available to individual and legal entity commercial customers located in the fifty United States and the District of Columbia. No individuals located outside the U.S. or foreign businesses are eligible. We may decline to open an Account for you for any reason, or for no reason; this includes if you have had or currently have any other relationships or accounts that you did not maintain in a satisfactory manner. We are not liable for any damages or liabilities resulting from the refusal of an Account. You must agree to accept electronic, rather than paper communications and can retrieve account information from the API.
By executing this Agreement, you acknowledge and agree:
- That your use of the Account is for a commercial or business purpose and you will not use the Account for any consumer (personal, family, or household) purpose.
- That if you are an individual executing this Agreement on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated, that you represent and warrant that you have the legal authority to bind such organization to this Agreement.
- That you are of legal age in the jurisdiction where you live and have the legal capacity to enter into this Agreement.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, INCLUDING CERTAIN IDENTIFYING DOCUMENTS. WE MAY USE INFORMATION FROM THIRD PARTIES TO HELP US DETERMINE IF WE SHOULD OPEN YOUR ACCOUNT OR KEEP YOUR ACCOUNT OPEN.
To the fullest extent permitted by law, this Agreement, notices and other communications (collectively, “Communications”) from Bank to you regarding your Account(s) and related services with Bank may be provided to you electronically, and you consent and agree to receive those communications in an electronic form. You may print a paper copy of or download any electronic communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. Bank reserves the right to provide Communications in paper format at its discretion. Your consent to receive Communications electronically is valid until you revoke your consent by notifying the Bank of your decision to do so through the email address above. If you revoke your consent to receive Communications electronically, Bank may terminate your right to use the Account(s) and related services, and you accept sole liability resulting from such termination of your Account(s) and related services, to the extent permitted by law. Except as expressly provided otherwise in this Agreement, Bank will mail, send electronically, or otherwise make Communications available to you. Please review promptly all Communications Bank delivers or makes available to you. If Communications are mailed to you, they will be delivered to you at the postal address on file. If Communications are sent to you electronically, they will be delivered to you at the email address on file or otherwise made available to you, including through the API. However, the Bank retains printable versions of notices to the extent required by applicable law.
By providing a phone number, you are expressly consenting to receive communications at that number from the Bank and the Bank's agents. Such communications may include, but are not limited to, text messages, prerecorded or artificial voice message calls and/or calls made by an automatic telephone dialing system. This express consent applies regardless of the call purpose.
Telephone monitoring / recording
Bank may monitor and/or record telephone calls between you and Bank to assure the quality of Bank's Account service team or as required by applicable law.
Account ownership and use
Your Account is subject to the terms and conditions set forth in this Agreement. If you open multiple Accounts, you may receive a Rate and Fee Schedule for each Account, but this Agreement will cover all your Accounts with us.
Accounts are offered under this Agreement for the purposes of conducting deposit, withdrawal, and funds transfer transactions. If Account Owner is a legal entity, the individual executing this Agreement must provide us with evidence to our satisfaction of the authority of the individuals who act on behalf of the Account Owner. On any transactions involving the Account, we may act on the instructions of the person(s) authorized in the resolutions, banking agreement, or certificate of authority to act on behalf of the Account Holder. You agree to notify us in writing of any changes in the person(s) authorized or the form of ownership. If we receive conflicting instructions or a dispute arises as to authorization with regard to the handling of the Account, you agree we may place a hold on the Account until such conflict or dispute is resolved to our satisfaction and we will not be liable for dishonored items as a result of such hold.
You will be jointly and severally liable to us for debit balances in the Account, including without limitation overdrafts and Account charges, and jointly and severally promise to pay, upon demand, any and all debit balances, all fees and charges, and Bank's reasonable attorneys' fees and costs and expenses of collection, including, but not limited to, those incurred at trial and on any appeal.
An Account may only be owned and titled in the name of one (1) individual or legal entity who shall solely retain the right to direct the deposit or transfer of funds.
(A) General. You may only access the API and your Account through the Bank's Security Procedures. (B) “Security Procedures” means the Login Credentials, Bank's dual-factor authentication process, and the unique API key issued to Company for use in securely accessing the API. (C) “Login Credentials” are the unique username and password that you create for access to your Account through the APIs. You are solely responsible for safeguarding Login Credentials. In addition to your own Login Credentials, you may request and assign Login Credentials to a maximum of four additional individuals (“Authorized Users”). You are solely responsible for instructing your Authorized Users on safeguarding Login Credentials and are solely responsible for disabling Login Credentials for any individual that is no longer authorized to access the APIs and initiate Account transactions on your behalf. You, and not Bank, are responsible for any use or misuse of your or your Authorized Users' Login Credentials, and you must promptly notify Bank of any confidentiality breach or unauthorized use of your Login Credentials or your Account. (D) “Eligible Instruction” means any transaction request, payment instruction, or other instruction related to your and your Authorized Users' use of the Account that is submitted in compliance with the Security Procedures. Any instruction communicated to Bank will be effective as your instruction, whether or not authorized, and regardless of the actual identity of the sender thereof, if it is an Eligible Instruction accepted by Bank in good faith. Bank is not obligated to act on any instruction other than Eligible Instructions. You are solely responsible for the accuracy and completeness of each Eligible Instruction.
Rate and fee schedule
Information on applicable rates and fees is available on the Pricing Page.
Deposits and withdrawals
Use of the Account is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. Bank does not waive its rights by delaying or failing to exercise them at any time.
The following terms apply to deposits made to your Account:
(A) Deposit Methods. The only method available for depositing funds to your Account is to initiate a funds transfer from another bank account . (B) Cash or Check Deposits. You cannot deposit checks or cash into your Account. (B) Crediting of Deposits. If you make a deposit before 5pm Pacific Time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after 5pm Pacific Time or on a non-business day, we will consider that the deposit was made on the next business day. (C) Deposit Discrepancies. When you make a deposit to your Account, we will credit your account for the amount of the deposited items. We reserve the right to review the deposit and confirm the amount of Account you deposited but are not required to do so. If after any review we determine that the amount credited to your Account is incorrect, we may adjust your Account for the amount of the discrepancy but reserve the right not to do so if the discrepancy would not be a disadvantage to you. (D) Deposit Liability. Bank is not liable for any deposits not received by Bank.
General funds availability policy
Bank makes funds available according to the type of deposit and when the funds are applied or credited to your Account and in accordance with applicable law. Some types of deposits may not be available for immediate use. When Bank delays the availability of funds or places a hold on a deposit made to your Account, you may not withdraw those funds, and Bank will not use them to pay any debits. Bank has the right to refuse any deposit. The length of the delay in the availability of funds varies depending on the type of deposit. If final payment is not received on any item you have deposited into your Account, you agree to pay Bank the amount of the returned item. You may only deposit funds that are immediately available.We do not accept deposits made in cash, by check, or any form of deposit denominated in a foreign currency.Any attempt to mail us any deposit consisting of cash, check(s) or foreign currency will be sent back to the address we have on file for you.We are not liable if you do not receive the returned funds. You may not make deposits into your Account at any automated teller machine (“ATM”).
Transaction posting order
Bank reserves the right to decide the order of the items Bank will pay and which items will be returned (if any). Bank's posting order may not be the same as the order in which you conducted a transaction and could result in overdraft fees, if you do not have available funds at the time the item is paid. Generally, Bank posts the following transaction types (to the extent applicable to your account) after the close of each business day in the following order:
- Deposits and credits Bank receives before the daily cut-off time will be posted before any withdrawals.
- Your debits and withdrawals will be posted in date/time order, based on the date and time associated with each transaction.
The following terms apply to withdrawals from your Account: (A) Manner of Withdrawal. The only method available for withdrawals from your Account is to initiate a funds transfer to another bank account. (B) Withdrawal Restrictions / No Overdrafts. We may restrict withdrawals and transfers from your Account in our sole discretion for any purpose permitted by applicable law. You are not permitted to overdraw your Account. If there are available funds to cover some, but not all, of the withdrawals or other debits to your Account on a single business day, we will post the withdrawals or debits in any order we may choose at Bank's sole discretion. If there are insufficient funds available in your Account to cover a withdrawal or debit presented against your Account, we may reject the withdrawals. Even if we choose to pay one or more overdrafts as a courtesy to you, in our sole discretion, we are not obligated to cover any future overdrafts. If your Account balance becomes negative for any reason, you must make a deposit immediately to cover the negative balance. If your Account has a negative balance for thirty (30) calendar days or more it will be closed. In the event you fail to pay the amount of any overdraft and Bank refers your overdrawn Account to an attorney for collection, you agree to pay all reasonable expenses, including, but not limited to, reasonable attorneys' fees and court costs incurred by Bank as a result of your account being overdrawn.(C) Request for Information. Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity.We may refuse the transaction if you do not comply with our request.
We may place an administrative hold on the funds in your Account (refuse payment or withdrawal of the funds) if it becomes subject to a claim adverse to (A) your own interest; (B) others claiming an interest as survivors or beneficiaries of your account; or (C) a claim arising by operation of law. The hold may be placed for such period of time as we believe reasonably necessary to allow a legal proceeding to determine the merits of the claim or until we receive evidence satisfactory to us that the dispute has been resolved. We will not be liable for any items that are dishonored as a consequence of placing a hold on funds in your account for these reasons.
Right to set off
If your Account balance becomes and remains negative or you are determined to owe Bank any amounts for any reason, Bank can use the funds in your Account or any other account that you own at the Bank to repay any amount owed without further notice to or demand on you. This means Bank has the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with Bank. Further, you grant Bank a lien on and security interest in the funds on deposit in each of your Account(s) as security for the entirety of your liabilities and obligations to Bank, now or in the future.
Initiating funds transfers
You may only initiate funds transfers (through any method permitted for your Account) by submitting Eligible Instructions and you authorize Bank to honor, accept, execute, and initiate any Eligible Instructions it receives. You acknowledge and agree that the submission of Eligible Instructions represents a commercially reasonable method of providing security against unauthorized transactions. Bank has no obligation, and shall not be liable or responsible for its refusal to act on any instruction or transaction request that is not an Eligible Instruction. You acknowledge that the purpose of transacting through Eligible Instructions is to verify authenticity and not to detect an error in the transmission or content of a transaction or instruction. You and Bank have not agreed upon any procedures for the detection of errors and you are solely responsible for any errors not caused by Bank. We reserve the right, subject to applicable law, to hold funds pending settlement or for such period of time as we deem necessary, in our sole discretion, to cover items which may be returned unpaid.
Limitation on amount of transactions
Bank may impose and adjust transaction limits on your Account, in its sole discretion. Applicable transaction limits will be disclosed to you through the API or Website.
Accuracy of information
When you originate any funds transfer request through any method made available to you by Bank (including wire or automated clearinghouse transfers), you are responsible for providing accurate payment information. Bank and any other financial institution involved in the transaction may relying on all identifying numbers you provide to make payment. Bank may rely on the number even if it identifies a financial institution, person or account other than the one named. The Bank will process the funds transfer request based solely on the information you provide to us and expressly disclaims any obligation to review any such request for errors or inconsistent or duplicative information. It is your obligation to verify the information you provide to us including, but not limited to, the identity and relationship of the receiving party, account number, and routing number. The Bank is not responsible for any loss or damage you incur from your request to funds transfers.
Bank's liability for failure to complete transactions
Bank is not liable for failing to complete a transaction from your Account on-time or in the correct amount.You acknowledge that you are responsible for reconciling all transactions and balances against those maintained by Bank.
If enabled by Bank for your Account, you may be able to send or receive a wire transfer request. If you originate a wire transfer request, you agree that the Fedwire Funds Service or any other clearing and settlement system or intermediary bank may be used, in our sole discretion. Federal Reserve Board Regulation J is the law that covers transactions made over the Fedwire Funds Service. You hereby agree to be bound by Regulation J or any other funds transfer system rule, to the extent inconsistent with this Agreement. Please be advised that wire transfer requests may not be recalled or amended once they have been sent to the Bank. Wire transfer requests will only be accepted and processed if you have sufficient and available funds in your Account at the time the request is received and processed. The Bank reserves the right to reject or cancel any wire transfer at our sole discretion and will not be held liable for any losses or damages that may arise due to our right to cancel or reject the wire transfer.
If enabled by Bank for your Account, you may be able to initiate funds transfers through automated clearinghouse (“ACH”) transactions. Unless otherwise defined, all capitalized terms using in this section have the meanings assigned in the National Automated Clearinghouse Association's (“NACHA”) operating rules, guidelines, and guidance in effect from time to time (“Rules”). By submitting requesting ACH Entries, you authorize us to process and execute such transactions as ODFI, which will result in a debit or credit to one of your Accounts and a corresponding credit or debit to the receiving account. By requesting ACH transactions, you represent and warrant to us that (A) you have access to a copy of the Rules and that your use of ACH transactions complies with Applicable Law and the Rules; (B) each person identified as the Receiver on an Entry submitted to Bank has authorized the Entry pursuant to the Rules, the authorization has not been revoked, and copies of authorizations will be made available when requested by Bank; (C) each Entry contains all information required by the Rules; (D) you have used commercially reasonable procedures to verify that all information contained in an Entry is accurate and valid. Without limiting the foregoing, you are deemed to make the same representations and warranties to Bank as Bank is deemed to make under the Rules. In connection with debit entries, we may, subject to the NACHA Operating Rules, hold funds to make sure that the item will not be returned unpaid before we will credit your Account.If the ACH transaction is returned for any reason and the payment has been credited to your Account, you authorize us to debit your Account, in whole or in part, for the amount of the returned item and for any applicable returned item fee. You agree we may audit your compliance with this Agreement and the NACHA Operating Rules and may terminate or suspend this Agreement for any identified breach thereof. If we do not receive such payment, we are entitled to a refund from you in the amount credited to your Account and the party originating such payment will not be considered to have paid the amount so credited. Bank may reject any Entry in good faith, including, but not limited to Entries (i) that do not comply with this Agreement, (ii) exceed the amount of funds in, or established limits on, your Account; or (iii) for which Bank believes violate the Rules or Applicable Law. Bank shall have no liability to Client for rejecting any Entry.
Your liability for unauthorized transfers
You agree to be bound by all Eligible Instructions accepted by Bank in good faith and will be liable for all losses, expenses, and liability, resulting from, related to, or caused by Bank's processing or execution of an Eligible Instruction, regardless of whether such losses, expenses, or liability occur due to unauthorized, incorrect, incomplete, or fraudulent transactions. You acknowledge and agree that because this is a commercial-purpose account, the Electronic Funds Transfer Act and any similar protections available under consumer financial protection laws do not apply to your Account. Contact Customer Service immediately if you believe your Login Credentials have been compromised or if you believe someone has transferred or may transfer money from your Account without your permission. You are responsible for monitoring and reconciling all Account activity. You must report any suspected unauthorized transaction to us immediately.
As a condition of accessing certain funds transfer functions, including but not limited to ACH Debit of third-party accounts, Bank may require you to fund a non-interest bearing reserve to secure your obligations to Bank under this Agreement. Bank reserves the right to determine the amount and calculation of such reserve in its sole discretion. You authorize Bank fund such reserve using any funds deposited to your Account and to debit such reserve for any amounts you may owe to Bank hereunder.
Illegal transactions, account restrictions, account closures
You may not use your Account for any illegal or unlawful transaction, and we may decline to authorize any transaction that we believe poses an undue risk of illegality or unlawfulness. We reserve the right to place a hold on your Account if we suspect irregular, fraudulent, suspicious, unlawful or otherwise unauthorized activity. We may attempt to notify you of such a hold but are not required to provide notice prior to placing the hold or thereafter. We also may attempt to contact you to obtain additional information regarding the Account activity. We reserve the right to maintain any hold and restrict access to the Account until we receive the requested information. You agree that we may maintain such hold until all claims against you or us to the funds held in your Account have been resolved fully to our sole satisfaction. We also reserve the right to reject any incoming credit transaction that we suspect is involved in fraudulent or suspicious activity. The Bank will not be held liable for any loss you incur if your Account is restricted. Notwithstanding the foregoing, we may collect on any debt arising out of any illegal or unlawful transaction.
Unlawful internet gambling transactions prohibited
You certify that you will not engage in, and during the life of this Agreement will not engage in, any activity or business that is unlawful under the Unlawful Internet Gambling Enforcement Act of 2006, 31 USC 5361, et seq., (the “UIGEA”). You may not use your Account or any other service we offer to receive, transfer, or credit funds, instruments or proceeds that arise out of a business that is unlawful under the UIGEA. You agree that if anyone asks us to process a transaction that we believe is restricted under the UIGEA, we may block the transaction and take any other action we deem to be reasonable under the UIGEA and this Agreement. You may not use your Account for online gambling or any illegal transactions. Bank may refuse to process any transaction that it believes may violate the terms of this Agreement or applicable law. You acknowledge and agree that Bank has no obligation to monitor, to review or to evaluate the legality of your transactions. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.
You acknowledge that this Account cannot be opened if you are currently subject to backup tax withholding.
Legal processes effecting accounts
If legal action such as a garnishment, levy or other state or federal legal process (“Legal Process”) is brought against your Account, Bank may refuse to permit (or may limit) withdrawals or transfers from your Account until the Legal Process is satisfied or dismissed. Regardless of the terms of such garnishment, levy or other state or federal process, Bank has first claim to any and all funds in your Account for your liability under this Agreement. Bank will not contest on your behalf any such Legal Process and may take action to comply with such Legal Process as Bank determines to be appropriate in the circumstances without liability to you, even if any funds Bank may be required to pay out leaves insufficient funds to pay a transaction that you have authorized. Payment is made after satisfying any fees, charges or other debts owed to Bank. You agree that you are responsible for any expenses, including legal expenses and fees Bank incurs due to any Legal Process on your Account. Bank may charge these expenses to your Account. You will indemnify Bank for any losses if it does this.
Special rules for new accounts
Accounts open less than thirty (30) days may be limited in functionality. Funds credited to your Account may be given provisionally or delayed for a reasonable amount of time in accordance with applicable law. Certain transfer limits may be lower during this time for certain features and services, or as allowed under applicable law or regulation.
Account inactivity and escheatment
An Account that is inactive for a period of time may be considered dormant and is subject to escheatment. Each state has varying laws as to when an Account is subject to escheatment and Bank may be required to send the balance in your Account to the state of your last known address. You understand that if your Account is inactive (dormant), we may close your Account. We reserve the right to refuse to return any unused balance amount less than $1.00. You agree that we are relieved of all responsibility if your Account balance is escheated in accordance with applicable state law. Your Account will become inactive unless you have conducted Account activity such as depositing or withdrawing funds.
Bank may disclose information to third parties about your Account or the transactions:
- Where it is necessary for completing transfers.
- In order to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant.
- In order to comply with government agency, court order, or other legal or administrative reporting requirements.
- If you consent by giving Bank your written permission.
- To Bank's employees, auditors, affiliates, service providers, or attorneys as needed.
- Otherwise as necessary to fulfill Bank's obligations under this Agreement.
Account termination, cancellation, or amendment
Bank may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement on its Website, and any such amendment shall be effective upon such posting to the Website, unless additional advanced notice is required under applicable law. You will be notified of any amendment(s) in the manner provided by applicable law prior to the effective date of the amendment(s). However, if the amendment(s) is made for security purposes or your benefit, Bank may implement it without prior notice. Bank may cancel or suspend your Account or this Agreement at any time. You may cancel this Agreement by contacting Customer Service to close your Account. Your cancellation of this Agreement will not affect any of Bank's rights or your obligations arising under this Agreement prior to cancellation.
If your Account is cancelled, closed or terminated for any reason, we will return the remaining balance to you via ACH transfer to one of your external accounts on Bank's records or via paper check to the address on file. For security purposes, you may be required to supply identification, external account, and address verification documentation prior to issuing an ACH refund or refund check. Allow fourteen (14) days for processing of such balance return. Bank reserves the right to refuse to return any unused balance amount less than $1.00.
No warranty of availability or uninterrupted use
From time to time, services related to the Account may be inoperative. You agree that, except as required by applicable law, Bank will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall Bank be liable for extended interruptions due to failures beyond Bank's control, including, but not limited, to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.
Limitation of liability
Except as required by applicable law, Bank shall have no liability to you if Bank is unable to complete a transaction for any reason beyond Bank's control. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, Bank, Bank's affiliates, and the parties with whom Bank contracts in order to offer your Account and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to your Account, any products or services purchased using Account, or this Agreement (as well as any related or prior agreement you may have had with Bank).
Bank's relationship with you
This Agreement and the deposit relationship do not create a fiduciary or agency relationship with Bank.
INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Bank and its subsidiaries, affiliated companies, employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys' fees) that arise from your violation of this Agreement, applicable law, or any third-party rights or your fraud or willful misconduct. Bank reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
Systems and software
We shall not be responsible to you for any loss or damages suffered by you because of the failure of systems and software used by you to interface with our systems or systems and software utilized by you to initiate or process banking transactions whether such transactions are initiated or processed directly with our systems or through a third-party service provider. You acknowledge that you are solely responsible for the adequacy of systems and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.
No warranty regarding goods or services
Bank is not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase using your Account.
All provisions of this Agreement shall survive the termination of this Agreement or closure of your Account by either party for actions arising in connection with this Agreement or your Account(s).
This Agreement shall be governed by federal law, as well as the internal laws, and not by the laws regarding conflicts of laws, of the State of California. You understand that we must comply with applicable laws, regulations, and rules. You agree that if there is any inconsistency between the terms of the Agreement and any applicable law, regulation, or rule, the terms of the Agreement will prevail to the extent any such law, regulation, or rule may be modified by agreement.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.
The Account established under this Agreement is not assignable or transferable except with our consent. We must approve any pledge of the Account and any such pledge remains subject to any right we have under the Agreement and applicable state and federal law. If ownership is proposed to be transferred, we may require the Account be closed and a new account opened in the name of the transferee or pledgee.
YOU AGREE THAT, BY ENTERING INTO THESE API TERMS, YOU AND BANK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. YOU CAN OPT OUT OF THIS CLASS ACTION WAIVER BY CONTACTING BANK AT 1110 GORGAS AVE, SUITE A4-700 SAN FRANCISCO, CA 94129 WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE API TERMS, STATING THAT YOU (INCLUDE YOUR FIRST AND LAST NAME) DECLINE THIS CLASS ACTION WAIVER.
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BANK, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT BANK AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”). The Comprehensive Rules are available online at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any in-person appearances will be held at a location which is reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator's decision will follow this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all Parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against Bank for you.
This Dispute Resolution Provision will survive termination of your Account, this Agreement and any bankruptcy by you or us.If any portion of this Dispute Resolution Provision is deemed invalid or unenforceable under any principle or provision of law or equity it will not invalidate the remaining portions of this Dispute Resolution Provision, this Agreement or any prior agreement you may have had with us, each of which will be enforceable regardless of such invalidity.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACTIVATE OR USE THE ACCOUNT.