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.
This document is effective as of DATE.
MAILING ADDRESS: TBD - PARTNER
SUPPORT EMAIL: TBD - PARTNER
WEBSITE: TBD - PARTNER
INTRODUCTION. This agreement (the “Agreement”) contains the terms and conditions governing certain deposit accounts (each, an “Account”) made available and provided by the Bank, Column National Association, which is referred to as “Bank,” “we,” “our,” and “us.” The Bank is nationally chartered, a member of the Federal Deposit Insurance Corporation (“FDIC”) and PARTNER (“Platform”), is the program manager responsible for managing the Account and providing customer service to you. “You,” “your,” and “Account Owner” refer to the owner of the Account. You may submit a request to open the Account at the Platform's website (the “Website”) by visiting the Website or by using the Platform mobile banking application (the “Mobile App”). Bank may refuse to process any transaction(s) that it believes may violate the terms of this Agreement or applicable law.
Your Account is provided by Column National Association, a member of the FDIC. PARTNER is a financial technology company, not a bank.
Bank's business days are Monday through Friday, excluding federal holidays.
ACCOUNT ELIGIBILITY. The Account is available to businesses registered and licensed in the fifty United States and the District of Columbia. No 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 statements. Your acceptance of electronic statements means; (i) you must keep Bank and Platform supplied with your valid email address; and (ii) you must agree to accept electronic delivery of all account communications.
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.
ELECTRONIC DOCUMENTS. To the fullest extent permitted by law, this Agreement, account statements, 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. Electronic Communications may be posted on the pages within the Platform Website and/or delivered to your email address. 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 Platform of your decision to do so. If you revoke your consent to receive Communications electronically, Platform will terminate your right to use the Platform Website and/or Mobile App or to obtain or maintain Platform Account(s) and related services, and you accept sole liability resulting from an involuntary termination of your Platform Account(s) and related services, to the extent permitted by law. Except as expressly provided otherwise in this Agreement, Bank or Platform will mail, send electronically, or otherwise make Communications available to you. Please review promptly all Communications Bank or Platform, as Bank's agent, 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 on the Platform Website and/or Mobile App. However, the Bank retains printable versions of your account statements to the extent required by applicable law. You agree to give Platform notice of any change of your postal or email address. You may withdraw your consent to the electronic communications at any time by contacting the Platform and closing your account.
COMMUNICATION. 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. Platform or Bank may monitor and/or record telephone calls between you and Platform or Bank to assure the quality of Platform or Bank's Account service team or as required by applicable law.
DEPOSIT ACCOUNTS. Each deposit Account is subject to the general terms and conditions and any specific terms and conditions relating to that type of account that may be 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. 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.
Accounts are offered for the purposes of conducting deposits and withdrawals, as defined in this Agreement. The Account Holder must provide us with evidence to our satisfaction of the authority of the individuals who act on behalf of the Account Holder. 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.
COMMERCIAL ACCOUNTS. An Account may only be owned and titled in the name of one (1) entity who shall solely retain the right to direct the deposit or transfer of funds.
INTEREST. This Account is a non-interest bearing account.
MINIMUM DEPOSIT TO OPEN AND MAINTAIN AN ACCOUNT. There is no initial deposit required to open an Account.
FEES AND CHARGES. Subject to applicable law, you agree to pay us the fees and charges shown in the Rate and Fee Schedule as are applicable to your Account or for other services performed by us. You agree that the fees and charges may be changed by us from time to time and authorize us to charge your Account for their payment whether or not each charge results in an overdraft of your Account. Existing and future charges may be based upon the overall costs of providing Account services and may or may not be based upon the direct cost or expense associated with providing the particular service involved. The charges may be based on consideration of profit, competitive position, deterrence of misuse of Account privileges by customers, and the safety and soundness of the financial institution. We will notify you of the changes, to the extent required by law.
GENERAL RULES. 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. 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.
DEPOSIT RULES. The following terms apply to deposits made to your Account:
(A) 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 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.
WITHDRAWAL RULES. The following terms apply to withdrawals from your Account: (A) Manner of Withdrawal. You may make withdrawals from your Account in any manner that is permitted by us. Withdrawals and transfers from your Account may be restricted as provided in the Agreement or by applicable law. (B) Withdrawal Restrictions / No Overdrafts. 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 sixty (60) 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.
RIGHT TO SET OFF. If your Account balance with Platform becomes and remains negative, Bank can use the funds in any of your Accounts that you own at the Bank to repay the amount owed on the negative balance Account 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 including accounts you own at other Platforms offered by the 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.
Limitation on Amount of Transactions. Depending on transaction activity and other factors, we may adjust transaction limits on your Account.
WIRE TRANSFERS. If enabled by Platform and 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. When you originate any funds transfer request, you identify by name and number a beneficiary financial institution, an intermediary financial institution, or a beneficiary, Bank and every receiving beneficiary financial institution may rely on all identifying number 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 wire 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 send a wire or electronic transfer. 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.
ACH TRANSACTIONS. You authorize us to honor, accept, execute, and otherwise act on any electronic funds transfer (“EFT”) request, including by ACH, or other communication transmitted by you and accepted by us for any Account. However, 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. For EFTs through ACH, you authorize us to originate ACH transfers on your behalf, which will result in a debit or credit to one of your Accounts and a corresponding credit or debit to the receiving account. 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 which may be facilitated by Platform. You agree to initiate all ACH transactions described herein in accordance with applicable law and in compliance with the Nacha Operating Rules. 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. You acknowledge that we are entitled to rely on information provided by you in acting on any EFT or other communication. If you originate an EFT and you identify by name and number a beneficiary financial institution, an intermediary financial institution, or a beneficiary, we and every other receiving or beneficiary financial institution may conclusively rely on the identifying number to execute the EFT request. We may rely on the number even if it identifies a financial institution, person, or account other than the one named. 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. Credit entries may be made by ACH. At the Bank's discretion, the amount of funds that can be transferred from your account per day may be limited. Limits may change at any time without notice.
DEPOSIT LIMITS: As set forth below, we use customer approval levels to determine limits on the dollar amount of deposits into to your Account. Approval levels are determined by a combination of criteria, which include criteria like account age, transaction history, and other factors. The customer approval levels set forth below are designed to provide you with an understanding of frequency and dollar amount limits on specified transactions, but we may also impose additional limits. These additional limits are designed to be flexible in order to protect the security and integrity of the service and Accounts, as well as you and all other users of the service.
|Method of Deposit||Limitations by Customer Level|
WITHDRAWAL AND TRANSFER LIMITS: You may withdraw or transfer all or any part of the available Account balance at any time, subject to the transaction limitations and by using any of the methods set forth below. 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. You cannot withdraw or otherwise transfer funds by check, and we do not permit you to draft checks drawn on your Account. As set forth below, we use customer approval levels to determine limits on the dollar amount of EFTs/transfers related to your Account. Approval levels are determined by a combination of criteria, which include criteria like Account age, transaction history, and other factors. The customer approval levels set forth below are designed to provide you with an understanding of frequency and dollar amount limits on specified transactions, but we may also impose additional limits. These additional limits are designed to be flexible to protect the security and integrity of the service and Accounts, as well as you and all other users of the service.
|Method of Withdrawal or Transfer||Limitations by Customer Level|
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.
PERSONAL USE ON BUSINESS ACCOUNTS. Your Account is a business account. You agree not to use your business Account(s) for personal purposes.
BACKUP WITHHOLDINGS. 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.
STATEMENTS. Statement notices will be sent to the email address you provided upon opening your Account or will otherwise be made available to you on the Platform's Website or Mobile App on a periodic basis at approximately monthly intervals if you have transacted on your Account or quarterly if no transactions have occurred unless another interval period was specified to you when you open your Account or thereafter. If Bank complies with the foregoing provisions of this Section, you agree that the statement and items all have been made available to you in a reasonable manner. Account statements are considered to be correct. Carefully review your statement each statement cycle and notify Platform of any errors within sixty (60) days of your statement becoming available.
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.
CREDIT VERIFICATION. You authorize us to request and obtain one or more credit reports about you from one or more credit reporting agencies for the purposes of considering your application for the Account, reviewing or collecting any Account opened for you, or for any other legitimate business purpose. You authorize us to disclose information about your Account to a credit reporting agency if your Account was closed because you have abused it.
CONFIDENTIALITY. Bank may disclose information to Platform and other 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. Except as otherwise required by applicable law, Bank may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement on the Platform's 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. In the event the Platform's program is cancelled, closed, or terminated, Platform or Bank will send you prior notice, in accordance with applicable law. Specific information and instructions, including how to receive any remaining Account balance, will be in the notice. Bank reserves the right to refuse to return any unused balance amount less than $1.00.
IMPORTANT: IF YOU TERMINATE YOUR RELATIONSHIP WITH PLATFORM, THE ACCOUNT WILL AUTOMATICALLY BE CLOSED. UPON CLOSURE, ANY REMAINING FUNDS IN THE ACCOUNT WILL BE RETURNED PER THIS SECTION.
NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the Platform and the Account may be inoperative. When this happens, you may be unable to access the Website or Mobile App, and you may be unable to use the Account or obtain information about the Account. Please notify Platform if you have any problems using the Account, Website, or Mobile App. You agree that, except as required by applicable law, Platform and Bank will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall Platform or Bank be liable for extended interruptions due to failures beyond Platform or 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 the 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). Please refer to Platform's terms and conditions agreement for further information.
BANK'S RELATIONSHIP WITH YOU. This Agreement and the deposit relationship do not create a fiduciary or agency relationship with Bank.
INDEMNIFICATION. At Bank's request, 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.
ENGLISH LANGUAGE CONTROLS. Any translation of this Agreement is provided for your convenience. The meaning of the terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
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.
SURVIVAL. 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).
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with all applicable federal laws and all applicable substantive laws of the State of Delaware. 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.
ASSIGNABILITY. 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.
This Dispute Resolution provision (this “Dispute Resolution Provision”) sets forth the circumstances and procedures under which Claims (as defined below) will be arbitrated instead of litigated in court upon the election of either party. Neither you nor we will have the right to: (a) have a court or a jury decide the dispute; (b) engage in information-gathering (discovery) to the same extent as in court; (c) participate in a class action in court or in class arbitration; or (d) join or consolidate a claim with claims of any other persons. Arbitration procedures are simpler and more limited than rules applicable in court. The decision of the arbitrator is final and binding.
As used in this Dispute Resolution Provision, the term “Claim” means any claim, dispute, or controversy between you and Bank, Platform, or any of their agents or retailers, arising from or relating to the Account, or this Agreement, as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this Dispute Resolution Provision or the Agreement. “Claim” includes claims of every kind and nature, including initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example, any claim, dispute or controversy that arises from or relates to: (a) your Account; (b) the amount of available funds in the Account; (c) advertisements, promotions or oral or written statements related to the Account; (d) the benefits and services related to the Account; and/or (e) your enrollment for any Account. We will not elect to use arbitration under the Dispute Resolution Provision for any Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in that court; any appeals from that court will be pursued only in arbitration. As used in this Dispute Resolution Provision, the terms “we” and “us” will for all purposes mean Bank, Platform, their respective wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns, and all of their agents, employees, directors and representatives. In addition, “we” or “us” will include any third party using or providing any product, service or benefit in connection with any Account if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. “Claim” will not include any services provided by Platform pursuant to its terms of service, and any dispute related to the Platform terms of service or services provided thereunder are to be governed by the Platform terms of service.
NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, UNLESS THOSE PERSONS ARE BENEFICIARIES ON YOUR ACCOUNT. THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. FURTHER, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT, OR HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA.
Any Claim will be resolved, upon the election by you or us, by arbitration pursuant to this Dispute Resolution Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims will be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you will have the right within 30 days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (a) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (b) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
There will be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other account holders or other persons similarly situated. The arbitrator's authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
Any arbitration hearing that you attend will take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.
This Dispute Resolution Provision is made pursuant to a transaction involving interstate commerce, and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration will be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Dispute Resolution Provision will control if it is inconsistent with the applicable Code. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law and, at the timely request of either party, will provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator will not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within 15 days of receiving the requesting party's notice. The granting or denial of such request will be in the sole discretion of the arbitrator who will notify the parties of his/her decision within 20 days of the objecting party's submission. The arbitrator will take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which will consider anew any aspect of the initial award objected to by the appealing party. The appealing party will have 30 days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal will be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred 120 days of the date of the appellant's written notice. The decision of the panel will be by majority vote and will be final and binding.
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, consistent with the FAA, 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.
You authorize us to honor, accept, execute, and otherwise act on any EFT or other communication transmitted by you and accepted by us for any Account. However, 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.
YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS. Contact Customer Service immediately if you believe your Account number, login credentials, access code, or access device has been lost or stolen or if you believe someone has transferred or may transfer money from your Account without your permission. You accept responsibility for safeguarding your online and/or mobile banking credentials from unauthorized use. If you authorize employees, agents, or others to use your credentials, you shall be liable for transactions conducted by such additional users. You are responsible for monitoring and reconciling all Account activity. You must report any suspected unauthorized transaction to us immediately. If you believe that someone has transferred or may transfer money from your account without your permission, call Customer Service.
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.
GENERAL 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.
A. RATE SCHEDULE AND INFORMATION. The Account is not an interest-bearing account. There is no initial deposit required to open an Account. Platform may charge you fees separate and apart from the fees set forth herein. Please refer to any agreement you may have with Platform for additional information on such fees. Bank is not responsible for any fees charged by Platform for its services.
B. FEE SCHEDULE.
|Fee category||Fees charged|
|Monthly Account Service Fee||$XX|
|Minimum Balance Fee||$XX|
|Stop Payment Fee||$XX|
|Returned Item Fee||$XX|
|Insufficient Funds Fee||$XX|
|Dormant Account Fee||$XX|
|Foreign Transaction Fee||$XX|