Updated: Oct 26th, 2022
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Scope of the Services; Use of the Services; Eligibility
A. Eligibility. This is a contract between you and CypherD Wallet. You must read and agree to these terms before using the Services. f you do not agree, you may not apply for an Account or use the Services. You may only apply for an Account or use the Services for personal purposes. By applying for an Account or using the Services you are forming a binding contract with CypherD Wallet in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. There may be other eligibility requirements applicable to specific Services.
B. Scope of the Services. Your Account gives you access to various Services, including the demand deposit account (“Deposit Account”), the CypherD Wallet Card, and other services as made available from time-to-time by CypherD Wallet and by Evolve Bank & Trust (our “Banking Services Provider”), and any other functionality that we may establish and maintain from time to time and in our sole discretion.
C. Applying for an Account. You will need to provide personal information (“Personal Information”), when you apply for an Account for personal purposes. Personal Information may include your name, contact information, date of birth and certain other personal information; proof of address, personal identification, and any other documentary information used to verify your personal information. We provide Personal Information to our Banking Services Provider and other third-party service providers to determine your eligibility for the Services. We rely on the accuracy of the Personal Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of the Services to you, or close your Account if Personal Information is out of date, incomplete, or inaccurate. At any time during the term of this Agreement and as part of your use of the Services, we may require additional Personal Information from you to verify your identity, to open and maintain accounts and aspects of the Services, and to assess your financial condition. You expressly consent and authorize us to retrieve additional Personal Information about you from our vendors and other third parties solely to assess the history and risks and to prevent fraud, including by obtaining information from credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include names, addresses, credit history, and other data. You acknowledge that we may use Personal Information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business.
D. Account Management and Security. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords (for recommendations on what constitutes a strong password, check NIST SP 800-63B) with your Account. You must notify CypherD Wallet immediately of any breach of security or unauthorized use of your Account. CypherD Wallet will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised.
E. Prohibitions. You may not use the Account or the Services (a) for any purpose that is unlawful or prohibited by this Agreement; (b) business purposes; (c) for the benefit of an individual, organization, or country identified on the United States Office of Foreign Assets Control’s Specially Designated Nationals List.
E. Acceptable Use. By registering for and using the Services, you are confirming that you will not use the Services (i) to accept payments in connection with any illegal, unauthorized, or not bona fide transactions; (ii) to handle, process, or transmit funds for any third party. We may, at any time and without notice, suspend or terminate your Account or your access to any of the Services if you engage in activities that violate the letter or spirit of this section. Our determination of whether a violation of this section has occurred will be final and binding, and any action taken with respect to enforcing this section will be at our sole discretion. CypherD Wallet may modify this section at any time by posting a revised version in this Agreement.
2. The CypherD Wallet Services
A. Deposit Account. Your Deposit Account is a demand deposit account held with our Banking Services Provider and is subject to the terms of this Agreement and the additional terms of our Banking Services Provider. Your funds are fully insured by the Federal Deposit Insurance Corporation up to $250,000. Your Deposit Account will be used in connection with the provision of the other Services under this Agreement. You may also use your Deposit Account to the extent provided in the terms of our Banking Services Provider.
B. CypherD Wallet Virtual and Physical Cards.
Your CypherD Wallet Account gives you access to virtual and physical cards (the “CypherD Card” or “CypherD Cards”) that you can use to make purchases for yourself using funds in your CypherD Wallet Deposit Account. Your CypherD Card must only be used for any non-business purpose, such as for personal or household purchases, when issued in conjunction with your Account.
(i) Requesting and Receiving CypherD Cards. When you sign up for a CypherD Wallet Deposit Account, you will be issued one physical CypherD Card.
(ii) Spending Limits, Payments, and Refunds. Spending on your CypherD Card(s) is limited by the available funds in your Deposit Account. Your CypherD Card transactions will be settled as they occur by debiting your CypherD Wallet Deposit Account an amount equal to each CypherD Card transaction. Refunds to your CypherD Card will be applied to your CypherD Wallet Deposit Account. If you use your CypherD Card for preauthorized, recurring, or subscription payments, you should regularly monitor the available funds in your Deposit Account to ensure that funds are available to make those payments. If funds are not available at the time a preauthorized, recurring or subscription payment is attempted on your CypherD Card, the transaction will ordinarily be declined. We will generally decline transactions attempted on your CypherD Card that would overdraw your Deposit Account. If, however, we do not decline a transaction and that transaction does overdraw your account, we may limit your ability to use other features or spend additional funds from your Deposit Account until your Deposit Account has a positive balance and the transaction that has overdrawn your account has been paid. For more information related to the manner in which your CypherD Card transactions are debited and settled, refer to the CypherD Card Agreement.
(iv) Disputes. If you have a dispute about a purchase on your CypherD Card that you cannot resolve with the merchant directly (a “Disputed Charge”), please contact us at email@example.com as soon as possible, and in all cases within 60 days of the charge. We cannot help you with Disputed Charges you report to us more than 60 days after the charge appears on your account. Disputed Charges will remain debited from your Deposit Account while we determine the outcome of the dispute. We will resolve all disputes in a commercially reasonable timeframe. If we determine you should be reimbursed, we will credit the amount of the Disputed Charge back to your Deposit Account and you will not be charged any fees. If we determine that the Disputed Charge was valid, your Deposit Account will not be reimbursed, and you will be charged a fee as set forth in the Fee Schedule. You assign and transfer to us any rights and claims, excluding tort claims, that you have against a merchant for any Disputed Charge that is fully or partially credited to your Deposit Account. We may assign and transfer the rights you assign and transfer to us under this provision to the CypherD Card Issuer.
(v) Records, Fees, and Communication. All transaction records and periodic statements may be found in your dashboard for your Account. All fees associated with the CypherD Cards may be found in the CypherD Card Agreement.
(vi) Other CypherD Card Terms. CypherD Cards are issued by Evolve Bank & Trust (the “Issuer.” ) You agree to the applicable Evolve Bank & Trust terms and conditions. You agree that any future changes to the relevant Evolve Bank & Trust terms and conditions will apply to your CypherD Card, whether or not CypherD or Evolve Bank & Trust alerts you to those changes to the Evolve terms and conditions.
C. Mobile Remote Deposit Capture. You may remotely deposit paper checks into your Deposit Account through the CypherD Wallet app by creating a Mobile Deposit. When making a Mobile Deposit, you are also subject to the Evolve Bank & Trust Deposit Account Agreement & Service Terms, including the Funds Availability Disclosure section of those terms. A “Mobile Deposit” is the information that is transmitted to us allowing for the deposit, processing, and collection of the item deposited. You may only deposit items made payable to you. We reserve the right to reject any Mobile Deposit for any reason.
(i) Depositing your Check. You are responsible for creating an accurate Mobile Deposit. To deposit your check, you must endorse the check, enter the correct amount of the check (you are liable for any errors you make during the deposit process), create a check image using the camera on your mobile device to take a picture of the front and back of your check. You may only deposit eligible items through the mobile remote deposit capture service. To mitigate the risk of fraud or the presentment of duplicate items, you agree to mark on the original paper check that the item has been deposited electronically. You also agree to retain all checks deposited via mobile remote deposit capture for at least two business days after the deposit is made and to destroy all deposited checks as soon as reasonably possible, and in no event later than 30 days after the deposit.
(ii) Returned Items. You acknowledge and agree that we may charge you any fees associated with a returned item if a check is returned to us for any reason.
(iii) Representations and Warranties. In addition to any other representations and warranties applicable to your Deposit Account, with respect to each Mobile Deposit, you make any representation or warranty that would have applied had you deposited the original paper check. This includes representations and warranties we make on your behalf when we transfer, present, or originate the Mobile Deposit created from your check image. These representations and warranties include but are not limited to, that: (a) the transmissions contain accurate images of the front and back of the original checks; (b) the transmissions contain all necessary endorsements; and (c) no depository bank, drawee, drawer, or endorser will be asked to make a payment based on an item that it has already paid.
D. Digital Checks. You may send digital checks to payees from your Deposit Account. Payees will be able to print the digital check or present the digital check via email or other electronic means to the payee’s bank for deposit. By creating and authorizing the issuance of a digital check or remotely created check (“RCC”), you authorize CypherD Wallet to honor the RCC in the amount and to the payee stated on the RCC even though the RCCs do not contain your signature. You authorize CypherD Wallet to debit your Account for any claim or return based upon an unauthorized RCC and you agree to indemnify and hold CypherD Wallet harmless from and against any claims, liabilities, costs and expenses (including attorney’s fees) resulting directly or indirectly from any breach of the foregoing warranty.
3. Fees and Payment.
A. Payment Method. You must keep a valid payment method on file with us to pay for all fees owed. We will debit fees from your Deposit Account or another payment method that you authorize. CypherD Wallet will charge the payment method that you authorize for all applicable fees until the Services are terminated, and any and all outstanding fees have been paid in full. If we are unable to process payment of fees using your payment method on file, we will make a second attempt to process the payment using the payment method on file within three (3) days. If the second attempt is not successful, we will notify you, and may suspend and revoke access to the Services. If the Services are suspended, your Services will be reactivated upon payment of any amounts owed. If the outstanding fees remain unpaid for sixty (60) days following the date of suspension, then Wise reserves the right to terminate your Account. You may change your payment method through your account settings.
B. Applicable Fees. Your use of the Services is subject to the fees on the Fee Schedule, which may be updated from time-to-time at our discretion. For fees owed under this Agreement, we will automatically charge you using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. You will be charged via invoice each month on your billing date (“Billing Date”) for all outstanding fees that have not previously been charged or collected. All fees are exclusive of applicable taxes. You are responsible for all applicable taxes that arise from or as a result of your use of the Services.
C. Collection and Right to Set-Off. You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include attorneys’ fees, costs of arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. We may collect amounts you owe to us under this Agreement by deducting any amounts you owe to use from your Deposit Account. You grant us a security interest in and right to set off against the Deposit Account.
4. Proprietary Rights
A. Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. CypherD Wallet reserves all rights not expressly granted herein in the Services and the CypherD Wallet IP (as defined below). CypherD Wallet may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content available on the Site (the “CypherD Wallet IP”), and all Intellectual Property Rights related thereto, are the exclusive property of CypherD Wallet and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any CypherD Wallet IP. Use of the CypherD Wallet IP for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
B. Feedback. You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place CypherD Wallet under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, CypherD Wallet does not waive any rights to use similar or related ideas previously known to CypherD Wallet, or developed by its employees, or obtained from sources other than you.
C. Copyright Complaints. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
CypherD Wallet, Inc, Seattle
To meet the notice restrictions under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
5. Site Data and Privacy
6. Third-Party Links and Information
You agree to defend, indemnify and hold harmless CypherD Wallet and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Services Provider, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
8. No Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CypherD Wallet OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CypherD Wallet ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
CypherD Wallet DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CypherD Wallet WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CypherD Wallet, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL CypherD Wallet BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CypherD Wallet ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CypherD Wallet, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROLID ANY OTHER BASIS, EVEN IF CypherD Wallet HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10. Term and Termination
This Agreement is effective when you submit your application to us and continues until terminated by either you or us, or in accordance with the Banking Services Provider’s agreements, third-party payment processor agreements, or as otherwise set forth in this Agreement. You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account for any reason, by providing you notice, or we may terminate this Agreement immediately in the event you breach or violate any of the terms of this Agreement, as determined in the sole discretion of CypherD Wallet.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law. You agree that: (i) the Services shall be deemed solely based in Seattle, except as may be set forth in the Bank Provider Agreements; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 11.B, you agree that the federal or state courts located in San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CypherD Wallet. For any dispute with CypherD Wallet, you agree to first contact us at [firstname.lastname@example.org] and attempt to resolve the dispute with us informally. In the unlikely event that CypherD Wallet has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of Confidential Information, which will be resolved through litigation in accordance with Section 11.A, or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in San Francisco County, California, unless you and CypherD Wallet agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the Northern District of California to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Person and CypherD Wallet, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and CypherD Wallet 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.
By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by CypherD Wallet. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from CypherD Wallet, and that you may decline to provide or revoke your consent at any time by emailing email@example.com or by any other method that reasonably ensures we receive your revocation.
By providing us with a telephone number, you agree that CypherD Wallet may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether or CypherD Wallet disclosed the fact that the call was recorded during the call.
A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CypherD Wallet without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by you. If you sign up to receive certain CypherD Wallet notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to you and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account, and your Deposit Account and may provide you the ability to respond with information about Deposit Account transactions or your Account. You may disable notification preferences to limit the use of certain Service features or to decrease financial risks to yourself. You are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. You will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at [firstname.lastname@example.org] if you are having trouble receiving notices from us.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with CypherD Wallet in connection with the Services, shall constitute the entire agreement between you and CypherD Wallet concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and CypherD Wallet’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Legal Orders. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
F. Survival. Any and all provisions of this Agreement reasonably giving rise to continued obligations of the parties will survive termination of this Agreement.
G. Relationship. No joint venture, partnership, employment, or agency relationship exists between you and CypherD Wallet as a result of this Agreement or your use of the Site.
CypherD Card Account Agreement
Updated: Oct 26th, 2022
The following terms and conditions constitute an agreement (Agreement) between you and Evolve Bank & Trust governing the use of your CypherD Wallet account. (CypherD Wallet Account). This Agreement also refers to and includes other disclosures we may provide to you, which are incorporated by reference. As used in this Agreement, Customer, you and your mean the owner of the CypherD Wallet Account, any person responsible for paying back all amounts you owe us under this Agreement, and any other person you may authorize to use and access your CypherD Wallet Account (Authorized User). The terms we, us, our, Bank and Evolve mean Evolve Bank & Trust. By opening or continuing to use a CypherD Wallet Account, you agree to this Agreement. Please keep a copy of this Agreement for your records.
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT IN SECTION V.C.23 AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. UNLESS YOU ACT PROMPTLY TO REJECT THE ARBITRATION AGREEMENT, IT REQUIRES THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. IMPORTANTLY, THE ARBITRATION AGREEMENT INCLUDES OPT OUT PROVISIONS.
I.IMPORTANT INFORMATION ABOUT YOUR CypherD Wallet ACCOUNT
- Your CypherD Wallet Account consists of a CypherD Wallet deposit account (Deposit Account) and a CypherD Visa credit card (CypherD Card) provided by Evolve. Evolve also issues cards or other devices to access your Account.
- Within your CypherD Wallet Account, you may set up multiple Authorized Users to manage their use of your CypherD Wallet Account. Each Authorized User can also be issued a CypherD Card, which is associated with CypherD Wallet Account.
- You and your Authorized User(s) may never spend more than the amount you have in your Deposit Account with your CypherD Card or with transactions on your Deposit Account.
- You are responsible for all activity conducted on your CypherD Wallet Account by an Authorized User, and all transactions Authorized Users make will be treated as if you had made the transaction yourself.
- For detailed terms and information on your CypherD Card please refer to the CypherD Card Agreement
Our Security Interest in Your Deposit Account. You hereby grant to us, as of the date you enter into this Agreement, a security interest in all right, title and interest in any Deposit Account you have with us, and all funds deposited therein, now owned or hereinafter acquired (collectively, the Collateral), to secure your performance under this Agreement, including your duty to pay us for all obligations you owe us under this Agreement, present or hereinafter occurring, when payments are due, for every transaction made with your CypherD Wallet Account by you, an Authorized User, or any other person that you or an Authorized User permits to use your CypherD Wallet Account (Security Interest).
Our Right to Exercise the Security Interest. You irrevocably and unconditionally relinquish possession and control over the Collateral, and you pledge and assign as security to us all of your right, title, and interest in it. You must take any action we request to perfect or protect our first lien position Security Interest in the Collateral. You waive the benefit of any homestead or other exemptions in the Collateral. The Security Interest will be governed by Uniform Commercial Code - Article 9 (as adopted by the applicable state law) whether Article 9 applies by its terms or not. We do not have to give you any prior notice to apply the funds in your Deposit Account or other Collateral or its proceeds to satisfy your obligations. You expressly agree that our rights under this Security Agreement extend to any electronically deposited federal or state benefit payments (including Social Security benefits) to the extent permitted by law. If you do not want your benefits applied in this way, you may change your direct deposit instructions at any time with the person or organization paying the benefits. In addition, you grant us a right of setoff to your Deposit Account to secure all amounts you owe us under this Agreement. This right of setoff does not apply to your Deposit Account if prohibited by law. You agree to hold us harmless from any claim arising as a result of our exercise of our right of setoff or Security Interest.
YOU MAY LOSE FUNDS IN YOUR DEPOSIT ACCOUNT. If you are in default of any obligation under this Agreement, or your CypherD Wallet Account is closed for any reason, you authorize us to withdraw funds from your Deposit Account and apply such amounts to the balance you owe us without sending you notice or demand for payment. We may do this in addition to the other rights we have under law or this Agreement. The application of your funds to the balance you owe under this Agreement will not affect your obligation to pay us in full. You are responsible for the repayment of all amounts you owe us under this Agreement.
Legal Proceedings. You represent that (a) there are no current lawsuits or bankruptcy proceedings that might affect our interest in your Deposit Account; and (b) you have not and will not attempt to transfer any interest in your Deposit Account to any other person or offer your Deposit Account as collateral or security for any other obligation. If any person seeks to attach your Deposit Account, for example by legal garnishment, you agree that we may deem all amounts you owe us, immediately payable and apply the funds in your Deposit Account as payment of those amounts. If we must hire an attorney to defend or enforce our rights under the Security Agreement, you will pay our reasonable attorneys' fees and court costs, unless prohibited by law.
TRUTH IN SAVINGS DISCLOSURES
IMPORTANT INFORMATION ABOUT YOUR DEPOSIT ACCOUNT
- RATE INFORMATION. The interest rate on the balance in your Deposit Account that is eligible to earn interest is 0.0% with an annual percentage yield (APY) of 0.0%. Your interest rate and APY may change.
- Determination of Rate. At our discretion, we may change the interest rate on your Deposit Account.
- Frequency of Rate Changes. We may change the interest rate on your Deposit Account at any time.
- Limitations on Rate Changes. There are no maximum or minimum interest rate limits.
- COMPOUNDING AND CREDITING. Interest will be compounded daily and will be credited to your Deposit Account monthly. If you close your Deposit Account before interest is credited, you will not receive the accrued interest.
- MINIMUM BALANCE REQUIREMENTS. No minimum balance requirements apply to your Deposit Account.
- BALANCE COMPUTATION METHOD. We use the average daily balance method (less to calculate interest on your Deposit Account. This method applies a periodic rate to the average daily balance in your Deposit Account for the Cycle. The average daily balance may be calculated based on your ledger balance or your Available Balance. To get the average daily balance, we add the balance in the Deposit Account for each day of the Cycle, and divide that figure by the number of days in the Cycle. You will not earn interest on any balance in your Deposit Account that is not classified as Available Balance. ACCRUAL ON NON CASH DEPOSITS. Interest begins to accrue no later than the Business Day we receive credit for the deposit of non-cash items.
- TRANSACTION LIMITATIONS. You may not make transactions that would cause the Spent Money to exceed the total balance in your Deposit Account. If you have more than one Sub-Account, you may not make transactions with any Sub-Account that would cause the Spent Money in the Deposit Account to exceed the total Available Balance in the Deposit Account, if you exceed these limits, we may close, suspend, or freeze your Deposit Account.
- FEES AND CHARGES. Please refer to the separate Fee Schedule provided to you with this Agreement for information about fees and charges associated with your Deposit Account. A Fee Schedule will be provided to you at the time you open a CypherD Wallet Account, periodically when fees or charges change, and upon request.
II. GENERAL TERMS
This section applies to all features of your CypherD Wallet Account
Limited Deposit Account Access. Your Deposit Account is only accessible through the App on your mobile or web device. You may only make withdrawals and transactions from your Deposit Account by initiating permitted transactions on the App. You will not be able to make withdrawals or deposits on your Deposit Account at branch locations or by telephone. You may not use your CypherD Card to debit your Deposit Account.
FDIC Insurance. Funds in your Deposit Account are insured by the Federal Deposit Insurance Corporation (FDIC) and backed by the full faith and credit of the United States, up to the applicable limit. The amount of insurance coverage you have may depend on the balance in your Deposit Account and the ownership, type of, and balances held in any other accounts you have with us. For additional information, please visit the FDIC website at www.fdic.gov.
Deposit Requirements. Deposits must be made in U.S. Dollars. Deposits made by ACH are subject to the NACHA Operating Rules and Operating Guidelines and the rules of any regional clearing houses we may use from time to time (collectively, the ACH Rules). Before final settlement of any deposit, we act only as your agent. We will give only provisional credit until collection is final for any items we accept for deposit (including items drawn on us). You authorize us to attempt to collect previously returned items without giving you notice, and in attempting to collect we may permit the payor bank to hold an item beyond an applicable deadline. Actual credit for deposits of, or payable in, foreign currency will be at the exchange rate in effect on final collection in U.S. dollars. We will treat and record all transactions received after the Cutoff Time (defined below) on a Business Day we are open, or received on a day we are not open for business, as if initiated on the next Business Day that we are open. At our option, we may take an item for collection rather than for deposit.
Permitted Deposits. Deposits to your Deposit Account may be made using one of the following payment methods:
- External Debit Card. You may use the App to authorize us to charge a debit card issued by an external U.S. bank and deposit the funds in your Deposit Account. You are responsible for any fees charged by the issuing bank for using your debit card.
- Linked External Account. You may authorize us to initiate ACH transfers from a Linked External Account to your Deposit Account. Use the App to set up, review, change or cancel your scheduled transfers.
- Person-to-Person Transfer with CypherD Wallet Users. You can receive transfers to your Deposit Account initiated by another CypherD Wallet user, using the person-to-person transfer services (P2P Transfer) provided in the App pursuant to Section IV.D below.
- Direct Deposit. You can direct a third party, such as an employer, to electronically deposit your paycheck, retirement benefits, or other income to your Deposit Account by ACH or wire transfer. Direct deposits may not be initiated in the App.
- Other. We may permit you to make deposits by other means we make available from time to time.
Deposit Records and Receipts. We and our service providers may rely on the account number on any record of a deposit you make, even if that account number is associated with a name that is different from the name you have provided. It is not our responsibility to detect any inconsistency between the account number you provide and the name. You may use the App or call us to confirm that we have received a deposit. If you make a deposit, we may provide a confirmation of your deposit, but the amount on your deposit confirmation may not reflect the amount of funds we actually receive. We may confirm the funds you deposit and, after review, may adjust your Deposit Account for any errors including any errors on your deposit request or similar records. If we give you a confirmation for a deposit that you then cancel, the confirmation is void and you may not claim those funds.
Our Right to Refuse Deposits. We may refuse a deposit, or part of a deposit, at any time. We also may refuse a deposit after initially accepting it. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made.
When You Can Withdraw Funds You Have Deposited. Please see the Funds Availability Policy for information about when funds you deposit will be available for withdrawal. If funds from a deposit become available and you can withdraw them, that does not mean the item you have deposited is good, has cleared, or has been paid by the paying bank. It is possible that the item will be returned unpaid months after we have made the funds available to you and you have withdrawn them.
Our Right to Charge Back Deposited or Cashed Items. If you make a deposit and (a) the sending bank returns it to us unpaid; (b) the sending bank demands that we repay them because the deposit was unauthorized; or (c) the sending bank or the originator of a transfer demands that we return the item because it was unauthorized, sent to the wrong account number or procured by fraud, we may pay the return or demand, and subtract the funds from your balance. If we have reason to believe that any of the events in the previous sentence has occurred or may occur or that the item should not have been paid or may not be paid for any other reason, we may place a hold on the funds or move them to a bank-managed administrative account until we determine who is entitled to them.
All Deposits Are Credited Subject to Final Settlement in Cash or Credits. We have the right to forward all deposited items to correspondents including all Federal Reserve Banks, and we will not be liable for default or neglect of any correspondents for loss in transit, and no correspondent will be liable except for its own negligence. You specifically authorize us or our correspondents including the Federal Reserve Banks to handle such items in accordance with provisions of Regulation J (12 CFR Part 210), as revised or amended from time to time by the Federal Reserve Board. In the event we are subject to local clearinghouse rules, you specifically authorize us to handle such items in accordance with the rules and regulations of the clearinghouse. If we permit you to withdraw funds from your Deposit Account before final settlement has been made for any deposited item, and final settlement is not made, we have the right to charge your Deposit Account or obtain a refund from you. In addition, we may charge back any deposited item at any time before final settlement for whatever reason. We will not be liable for any damages resulting from the exercise of these rights. Except as may be attributable to our lack of good faith or failure to exercise ordinary care, we will not be liable for dishonor resulting from any reversal of credit, return of deposited items or for any damages resulting from any of those actions.
B. Withdrawals and Transfers
Available Balance. You may withdraw or transfer all or any part of the Available Balance in your Deposit Account at any time, provided that the withdrawal will not cause you to exceed the Spending Limit(s) and any other limitations in this Agreement or limits you set on the Deposit Account by using the App. We determine your Available Balance by taking your previous day balance, plus any pending credit transactions (excluding pending returns), such as ACH direct deposits, and subtracting (a) pending charges such as, electronic payments, according to the Processing Order (defined in Section IV.B.9 below) (b) amount of deposits that are not yet available for withdrawal under our Funds Availability Policy, and (c) any holds on your balance, such as holds on funds to comply with court orders or other legal requirements, or as authorized by the Security Agreement. We reserve the right to use a different method in certain states if required by law. We may permit Authorized Users to withdraw only the portion of the Available Balance which is designated to the Sub-Account(s) they are authorized to use. However, we are not required to do so unless required by applicable law.
Withdrawal Rules. By initiating a withdrawal of funds from your Deposit Account, you authorize us to make the transaction you select. Withdrawals may be made in U.S. dollars by using the App to authorize a transfer of funds to a Linked External Account, to make a P2P transfer to another CypherD Wallet user, or to make a transfer to another type of account or payee we may permit from time to time. Withdrawals to a Linked External Account and P2P transfers are processed as ACH transactions. Please see the Electronic Fund Transfer Agreement for more information.
We may subtract from your Deposit Account balance the amount of any withdrawal, P2P Transfer, or other debit transaction that you, or any Authorized User, or person you or an Authorized User authorized, initiated or approved. We may require you or any person you authorize to provide us with identification, documentation or information that is acceptable to us before allowing the transaction. You may not make any withdrawal in an amount that exceeds the applicable Available Balance. We may refuse to permit Authorized Users to make any withdrawal in an amount that exceeds the Available Balance applicable to the Deposit Account they are authorized to use. We may refuse any withdrawal or transfer request by any method on forms not approved by us, or that we do not specifically permit for your Deposit Account, or that does not include all information we require, or that is greater in number than the frequency permitted, or which is greater or less than any withdrawal limitations. We will use the date the transaction is completed by us (as opposed to the date you initiate it) to apply the frequency limitations. In addition, we may place limitations on your Deposit Account until your identity is verified. We reserve the right to establish (and change) maximum dollar limits for withdrawal transactions from time to time. Even if we honor a nonconforming request, we are not required to do so later.
Cutoff Time. Online requests to transfer funds to or from your Deposit Account must be received by us by 2:00 PM PT on a Business Day to be initiated on that Business Day. Online transfer requests received by us after 2:00 PM PT or on a day that is not a Business Day generally will be initiated on the next Business Day.
Right to Require Advance Notice of Withdrawals. We reserve the right to require seven days' notice in writing before each withdrawal.
Account Numbers on Fund Transfers. If you instruct us to send a fund transfer, such as an ACH transfer, we, our service providers, and every other bank involved in the transfer may rely on any bank number or account number you provide. If the fund transfer instruction gives both a bank number or account number and a name, and the name identifies a different person from the bank or account owner identified by number, we and other banks that handle the fund transfer may still rely exclusively on the number. We have no duty to detect any inconsistency between the bank number or account number and the name.
Withdrawal Authority. Any person who signs to open your Deposit Account or has authority to make withdrawals (including Authorized Users) may, acting alone, withdraw or transfer all or any part of your Deposit Account balance at any time. Each of you (until we receive written notice to the contrary) authorizes each other person who signs or has authority to make withdrawals to endorse any item payable to you or your order for deposit to your Deposit Account or any other transaction with us.
Rules for ACH Transfers. This Agreement is subject to Article 4A of the Uniform Commercial Code Fund Transfers, as adopted in the state in which you have your Deposit Account with us. If you originate a fund transfer and you identify by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, we and every receiving or beneficiary financial institution may rely on the identifying number to make payment. We may rely on the number even if it identifies a financial institution, person or account other than the one named. You agree to be bound by automated clearing house association rules, such as the NACHA Rules. These rules provide, among other things, that payments made to you, or originated by you, are provisional until final settlement is made through a Federal Reserve Bank or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code. If we do not receive such payment, we are entitled to a refund from you in the amount credited to your Deposit Account and the party originating such payment will not be considered to have paid the amount so credited. If we receive a payment order to credit your Deposit Account, we are not required to give you any notice of the payment order or credit.
Multiple Signatures. We are not required to comply with any multiple-signature requirement, even if you have otherwise instructed us to do so.
Processing Order. The following Processing Order dictates the order in which we will process your transactions on your Deposit Account each Business Day. All credit transactions are processed first. Debits or withdrawals (such as ACH transactions) will be processed in the order in which they are received by us. The processing order of these items is important because if there is not enough money in your Deposit Account to pay for the items in the order, they are processed in accordance with the processing order, we may decline the transaction, or it may cause an overdraft on your Deposit Account.
Overdrafts. Our general practice is to decline to pay any transaction that would cause an overdraft on your Deposit Account (i.e., your Available Balance is less than the amount of that item plus all other items received but not yet paid) (Overdraft), or would cause a negative Available Balance in any Wallet. Even if we have paid these items before, we are not required to do it in the future. We can change our practice of paying these items on your Deposit Account without notice to you. We may determine the amount of Available Balance for the purpose of deciding whether to return an item for insufficient funds at any time between the time we receive the item and when we return the item or send a notice in lieu of return. We need only look at your Available Balance in your CypherD Wallet Account once to decide if the item would cause an Overdraft or negative Available Balance, but if we choose to make a subsequent determination, the Available Balance at the subsequent time will determine whether there are insufficient available funds. It is your responsibility to avoid overdrawing your Deposit Account and maintain an Available Balance in your CypherD Wallet Account.
Overdraft Fees. You agree that we may charge fees for Overdrafts as set forth in the Fee Schedule.
Your Responsibility to Pay Overdrafts. You are liable for any Deposit Account or Wallet shortage resulting from charges or Overdrafts, whether caused by you, an Authorized User, or any another person to whom you provide access to your CypherD Wallet Account. If we pay a transaction that causes an Overdraft or negative Available Balance, you must immediately pay the amount of any Overdraft and restore the Available Balance to at least $0.00. You have no right to defer such payments, and you are liable regardless of whether you signed the item or benefitted from the charge or Overdraft. If you fail to pay an Overdraft, we also may report you to consumer reporting agencies, close your CypherD Wallet Account, or both. This could affect your ability to open accounts with us or other banks in the future. We may also apply funds in your Deposit Account to cure a negative Available Balance. You authorize us to use the money from any subsequent deposits to your Deposit Account to pay any Overdraft or apply the deposit to cure a negative Available Balance. Subsequent deposits include any federal or state benefit payments that you choose to deposit in your Deposit Account (including direct deposit of Social Security benefits), unless prohibited by law. You understand and agree that if you do not want your benefits applied in this way, you may change your direct deposit instructions at any time. We may still pursue collection of the amount you owe (including suing you) after it is charged off.
Waiver of Notices. To the extent permitted by law, you waive any notice of non-payment, dishonor or protest regarding any items credited to or charged against your Deposit Account. For example, if you authorize a transaction and it is returned unpaid or we receive a notice of nonpayment, we do not have to notify you unless required by federal Regulation CC or other law.
D. Person to Person Transfers
You may use your CypherD Wallet Account to make person-to-person transfers (P2P Transfers) to other CypherD Wallet users.
Payment Authorization. By authorizing a P2P Transfer, you authorize us to debit your Deposit Account for the amount you request to send, plus applicable fees if any, on or after the date of your authorization. We will send that amount (less fees, if any) to your designated recipient. By authorizing a P2P Transfer, you also authorize us to initiate any other transactions necessary to correct errors or reverse payments that are rejected or returned. You may not use an external bank account or any other payment method to fund a P2P Transfer. You are solely responsible for ensuring you have a sufficient Available Balance in your Deposit Account necessary to complete any payments initiated through the P2P Transfer service, and that the transaction will not cause you to exceed any Spending Limit. You agree to reimburse us for any fees, costs, or expenses we incur as a result of insufficient or unavailable funds in connection with any P2P Transfer you initiate.
Restrictions on P2P Transfers to CypherD Wallet Users Without CypherD Wallet Account. If you send a P2P Transfer to a recipient who does not have a CypherD Wallet Account, you authorize us to hold the funds you send on behalf of your recipient, and we will issue promotional credit (Credit) to the recipient in lieu of cash. You understand that the recipient cannot redeem the Credit for cash unless and until the recipient open a CypherD Wallet Account. To send a P2P Transfer, you must provide the recipient valid mobile telephone number, which is capable of receiving SMS or text messages. If the recipient does not have an online account on the CypherD Wallet website (Online Account), the recipient will receive an SMS message notifying them of your P2P Transfer, with instructions for opening an Online Account or CypherD Wallet Account and claiming the Credit. Once the recipient has an Online Account, the recipient will receive Credit in the amount of the P2P Transfer you send. An Online Account is not a CypherD Wallet Account and your recipient may not use an Online Account to redeem the Credit for cash. If the recipient opens a CypherD Wallet Account, the Credit will be automatically redeemed for cash and deposited in their CypherD Wallet Account. Credit has no cash value until and unless we redeem the Credit for cash, and credit it to a Deposit Account. Credit is issued solely for promotional purposes and is not FDIC-insured. Credit expires 30 days after the date it is issued, if it is not used or redeemed for cash. If the recipient fails to claim the Credit or their Online Account is inactive for an extended period of time, it may be deemed unclaimed or abandoned under applicable state law. See the CypherD Wallet Terms of Service for more information.
Transaction Limits. You may not make P2P Transfers that would cause you to exceed any transaction limits set forth in provision of this Agreement. You may not make any P2P Transfer that would case you to exceed any applicable Spending Limit. We may reject or reverse any transaction that would cause you or the recipient of the P2P Transfer to exceed limits applicable to their CypherD Wallet Account, or if we determine in our sole discretion that the P2P Transfer was invalid for any reason. You may not make P2P Transfers to conduct business, commercial or merchant transactions. We reserve the right to change these transaction limitations at any time, in our sole discretion, with or without notice to you, unless required by law.
Stop Payment. All P2P Transfer requests may be processed as soon as we receive them, and we may be unable to stop the P2P Transfer. Our ability to stop a P2P Transfer once you have initiated it will depend on when you notify us of your desire to stop the transaction, and whether we have begun to process the P2P Transfer or have a reasonable opportunity to act on your request to stop the payment.
Refunds, Reversals and Chargebacks. P2P Transfers may be invalidated or reversed by us if, among other reasons, we send cash or Credit to you or your recipient in error, the funding transaction is declined or reversed, the P2P Transfer was unauthorized or unfunded, or the P2P Transfer was made for activities or reasons that violate this Agreement, the CypherD Wallet Terms of Service or any other agreement you have with us. If the P2P Transfer you send or receive is invalidated for any reason, you may be liable to us for the full amount of the P2P Transfer, and we may recover the amount of the P2P Transfer (plus applicable fees, if any) from you. We may recover the amount of the P2P Transfer from the sender or recipient of the P2P Transfer in our sole discretion (subject to applicable law). When recovering the amount of an invalidated P2P Transfer from you, we may apply any funds sent to you in a subsequent P2P Transfer, from your Deposit Account or any incoming deposit to your Deposit Account, engage in collection efforts to recover such amounts from you, place a limitation or restriction on your CypherD Wallet Account, or take any other action authorized by this Agreement, CypherD Wallet Terms of Service or any other agreement you have with us.
Other Restrictions. Your ability to make P2P Transfers is subject to all other terms and restrictions set forth in the CypherD Wallet Terms of Service, which are incorporated herein by reference. In the event of a conflict between the Terms of Service and this Agreement, this Agreement shall control.
V. ADDITIONAL TERMS
This section applies to all features of your CypherD Wallet Account.
A. Communications, Statements, Notices of Errors, and Other Notices
Delivery of Notices. You agree that we and our service providers may communicate with you by mail, telephone, email, fax, prerecorded message, automated voice, text message or other means allowed by law regarding your CypherD Wallet Account. Any legal disclosures, notices and communications and other CypherD Wallet Account-related correspondence that we mail to you will be sent via U.S. Mail to the last mailing address shown in our records for your CypherD Wallet Account. Notices will be deemed to have been delivered on the day we mailed it to you, or made it available electronically. We are not responsible for items lost in, or not delivered by, mail or e-mail. Some notices may only be available electronically or in paper form. Notice to any owner of your CypherD Wallet Account is notice to all owners and Authorized Users.
Notices You Send Us. Any written notice you give us is effective after we actually receive and act on it, and it must be given to us according to the specific delivery instructions provided elsewhere, if any. We must receive it in time to have a reasonable opportunity to act on it. If the notice is regarding a check or other item, you must give us sufficient information to be able to identify the item, including the item number, amount, date and payee.
Electronic Communication. Your CypherD Wallet Account is an electronic account. We may send communications electronically, such as by email or text message, rather than through U.S. mail or other means, unless the law says otherwise. If you give us your email address, you agree that we may send servicing messages (such as fraud alerts and hold alerts) related to your CypherD Wallet Account to that address. You may be required to agree to communicate with us by electronic means in order to open a CypherD Wallet Account. If you revoke your consent to electronic communications, we may declare you to be in default of this Agreement (see Section III.F.1), close your CypherD Wallet Account or take other actions described in Section III.F.2 of this Agreement and the Electronic Communications Agreement.
Telephone Communication. We may record and/or monitor any of our telephone conversations with you. If we do record, we do not have to keep the recordings, unless the law says we must. When you give us your mobile number, we have your permission to contact you at that number about all of your Evolve accounts. Your consent allows us and our service providers to use text messaging, artificial or prerecorded voice messages and automatic dialing technology for informational and service calls, but not for telemarketing or sales calls. This communication may include contact from companies working on our behalf to service your CypherD Wallet Account. Message and data rates may apply. You may change these preferences by emailing email@example.com.
Change in Contact Information. We require you to provide an e-mail address, mobile telephone number, and physical street address if your mailing address is a P.O. box. You are responsible for promptly notifying us of any change to any such contact information or your name. In some instances, we may request additional information for verification purposes. Any notice we mail to you (or email to you if you have told us to communicate with you electronically) will be binding when sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service (USPS) or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address. Even if you elected to receive electronic communications from us, there may still be some legal information that we need to send you via the USPS.
Communications Equipment and Services. You are responsible for obtaining and maintaining all telecommunications, mobile, broadband, computer, hardware, software, equipment and services needed to access and use your CypherD Wallet Account online; view, save and/or print your CypherD Wallet Account documents online; receive any messages or documents you have consented to receive electronically; and for paying all related charges. We are not required to act on any instruction or message from you provided by SMS/text, or telephone voice mail, message service or answering machine. Whenever this Agreement or applicable law requires or allows you to give us written notice, we will not consider SMS/text to be written notice.
B. Closing and Restricting Your CypherD Wallet Account
You May Close Your Account. You may request to close your CypherD Wallet Account at any time for any reason. However, we are not required to close your CypherD Wallet Account at your request if you have pending transactions, your Deposit Account is overdrawn, or your Deposit Account is subject to legal process (such as a garnishment, attachment, execution, levy or similar order). In those cases, we will restrict your CypherD Wallet Account against all future withdrawals and other transactions, other than under legal process until pending transactions are paid or returned, the balance on your Deposit Account is no longer negative, and any legal restriction on your CypherD Wallet Account has been released.
We May Close Your Account. We may also close your CypherD Wallet Account at any time, for any reason or no reason, with or without prior notice to you. We will have no liability for any action we take under this section
Rules for Closing Your Account. We may restrict your CypherD Wallet Account in preparation for closing. As we do so, we will not pay any additional interest on your Deposit Account, and we may limit deposits to, or withdrawals from, your Deposit Account. We may prohibit further transactions on your CypherD Card(s). Items presented for payment may be dishonored. When you close your CypherD Wallet Account, you are responsible for leaving enough money in your Deposit Account to cover any outstanding items to be paid from your Deposit Account. We may send you written notice that we have closed your CypherD Wallet Account. We will return the Available Balance in your Deposit Account less any outstanding unpaid CypherD Card transactions, fees, claims, setoffs or other amounts you owe us, either electronically to a Linked External Account or by check sent to you by mail. This Agreement will survive the closing of your CypherD Wallet Account and you are still responsible for obligations incurred prior to or in connection with the closing of your CypherD Wallet Account. After your CypherD Wallet Account is closed, we have no obligation to accept deposits or pay any outstanding transaction requests, but we may reopen your Deposit Account if we receive a deposit. This Agreement will survive the closing of your Account and you are still responsible for obligations incurred prior to or in connection with the closing of your Account.
Restricting Your Account; Blocking and Delaying Transactions. There are many reasons we may decline or prevent transactions to or from your CypherD Wallet Account, but we generally do it to protect you or us, or to comply with legal requirements. We may decline or prevent any or all transactions to or from your CypherD Wallet Account in our sole discretion, as permitted by applicable law. We may refuse, freeze, reverse or delay any specific withdrawal, payment or transfer of funds to or from your Deposit Account, or we may remove funds from your Deposit Account to hold them pending investigation, including in one or more of the following circumstances:
- You maintain your Deposit Account at zero balance for at least 180 days;
- You reside in or relocate outside of the U.S. or any U.S. territory where we offer the CypherD Wallet Account;
- You attempt to use your CypherD Wallet Account designated for business use, instead for personal purposes;
- Your CypherD Wallet Account is involved in any legal or administrative proceeding;
- We receive conflicting information or instructions regarding CypherD Wallet Account ownership, control or activity;
- We suspect that you may be the victim of a fraud, scam or financial exploitation, even though you have authorized the transaction(s);
- We suspect that any transaction may involve illegal activity, including violations of anti-money laundering laws and regulations, or may be fraudulent;
- We are complying in our sole judgment with any federal, state or local law, rule or regulation, including federal asset control and sanction rules and anti-money laundering rules, or with our policies adopted to assure that we comply with those laws, rules or regulations; or
- We reasonably believe that doing so is necessary to avoid a loss or reduce risk to us.
C. Other Account Terms
Security. It is your responsibility to protect the devices on which you access your CypherD Wallet Account, your CypherD Card(s), the username, password, biometrics or other data you use to log into the App (Access Credentials). Do not share this information with anyone. If you give another person permission to use this information, you may be held fully liable for any transactions they make with your CypherD Wallet Account, even if that person exceeded the authority you gave them. Please notify us immediately if you believe your CypherD Wallet Account has been accessed without your permission. See the Electronic Fund Transfer Agreement and Section III.E of this Agreement for more information about your rights and responsibility in the event of unauthorized use of your CypherD Wallet Account.
Assignment of Agreement and Successors. You may not assign or transfer any interest in your CypherD Wallet Account unless we agree in writing. Any permitted assignment of your CypherD Wallet Account is subject to our setoff rights. This Agreement will be binding on your personal representative, executors, administrators and successors, and on our successors and assigns.
Power of Attorney. A power of attorney is a document you sign that authorizes someone else, called the agent, to act on your behalf. If you sign a power of attorney, the agent can sign on your behalf and do anything you could do regarding your CypherD Wallet Account, including withdrawing or spending all of the money in your Deposit Account. Do not sign a power of attorney unless you trust the agent to act in your best interest. If you choose to add an agent, you must provide a power of attorney form that we agree to accept. We may rely on a copy of an original power of attorney. We are not required to investigate the facts relating to any power of attorney provided to us on your behalf, including whether your signature on the power of attorney is authentic or whether the agent continues to have authority. We may follow or refuse to follow the agent instructions at any time, including if we suspect fraud or abuse on your CypherD Wallet Account, unless applicable law requires otherwise. We may also refuse an agent request to become a joint owner or a beneficiary of a CypherD Wallet Account, but we have no liability to anyone if we do so. We have no liability when we follow or refuse to follow any instructions from an agent, for example, if your agent misuses the authority you have given them.
Death or Incompetence. You agree to notify us promptly if any person with a right to use your CypherD Wallet Account dies or is adjudicated incompetent. We may continue to honor your transactions and instructions until: (a) we know of your death or adjudication of incompetence, and (b) we have had a reasonable opportunity to act on that knowledge. You agree that we may pay or certify transactions made on or before the date of death or adjudication of incompetence for up to 10 days after your death or adjudication of incompetence unless ordered to stop payment by someone claiming an interest in the CypherD Wallet Account.
No Waiver. If we fail to exercise any right, that does not mean that we waive that right or any other right, and we may still enforce all of our rights in the future.
Headings and Rules of Construction. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Unless it would be inconsistent to do so, words and phrases used in this Agreement should be construed so the singular includes the plural and the plural includes the singular.
Changes to this Agreement. We may change the terms and conditions of this Agreement, including fees and features of your CypherD Wallet Account, at any time. We will notify you in advance of any such change when required by applicable law. If we have notified you of a change to this Agreement and you continue to use your CypherD Wallet Account after the effective date of the change, you have agreed to the change. Notices will be made available on our App and website, or delivered electronically using the most recent contact information we have on file for you.
Legal Actions Affecting Your Account. If we are served with a subpoena, restraining order, writ of attachment or execution, levy, garnishment, search warrant, or similar order relating to your CypherD Wallet Account (Legal Action), we will comply with that Legal Action. Or, in our discretion, we may freeze the assets in your Deposit Account and not allow any payments out of your Deposit Account, or use of the CypherD Card(s) for obligations secured by your Deposit Account, until a final court determination regarding the legal action. We may do these things even if the legal action involves less than all of your funds in your Deposit Account. In these cases, we will not have any liability to you if there are insufficient funds to pay your items because we have withdrawn funds from your Deposit Account or in any way restricted access to your funds in accordance with the legal action. Any fees or expenses we incur in responding to any legal action (including attorneys' fees and our internal expenses) may be charged against your CypherD Wallet Account. The Fee Schedule may specify additional fees that we may charge for certain legal actions.
Illegal Activities. You agree not to use your CypherD Wallet Account for any illegal activity. We may refuse any gambling transaction, whether lawful or not.
Inactive and Unclaimed Accounts. Each state has laws that govern when accounts are considered inactive or abandoned, and when we are required to send a customer funds to the state. We encourage you to make sure your CypherD Wallet Account remains active by signing in to the App or making transactions. After a specified period of time determined by the law of the state of your residence (as shown in our records), if we are not able to locate you, we will be required to deliver your Deposit Account to the state as abandoned property. You will then need to apply to the state for return of your funds. If your CypherD Wallet Account is or has been inactive, we may, in our discretion, refuse to honor requests for withdrawals or other transactions on your CypherD Wallet Account until after we have verified that you have authorized the request.
Reporting to Consumer Reporting Agency; Disputes. We may report information about you or your CypherD Wallet Account to a consumer reporting agency. If you believe that we have reported inaccurate or incomplete information about your CypherD Wallet Account to a consumer reporting agency, you have the right to file a dispute with that consumer reporting agency. You may also submit a dispute directly to us by writing to us at firstname.lastname@example.org. Provide your name, address and phone number; your CypherD Wallet Account number; the specific information you are disputing; an explanation of why it is inaccurate or incomplete; and any supporting documentation.
Rules Governing Your Account. Except as otherwise provided in the Arbitration Agreement, this Agreement and your CypherD Wallet Account are subject to applicable federal laws, the laws of the State of Tennessee without regard to internal principles of conflicts of law, and other applicable rules such as the operating letters of the Federal Reserve Banks and payment processing system rules (except to the extent that this Agreement can and does vary such rules or laws). Changes in these laws may change the terms and conditions of your CypherD Wallet Account. We will notify you of any changes as required by law. Except as otherwise provided in the Arbitration Agreement, if any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. If this Agreement conflicts with any statements made by one of our employees or by a third-party service provider, this Agreement will govern.
Fees. You agree to the terms of this Agreement and the Fee Schedule. You authorize us to deduct these charges, without notice to you, directly from the balance as accrued. You will pay any additional reasonable charges for services you request which are not covered by this Agreement.
Attorneys' Fees Resulting from Collection or Dispute. You will be liable for our costs as well as for our reasonable attorneys' fees, to the extent permitted by law, whether incurred as a result of collection or in any other dispute involving your CypherD Wallet Account. This includes you and any Authorized User(s); or a third party claiming an interest in your CypherD Wallet Account. This also includes any action that you or a third party takes regarding the CypherD Wallet Account that causes us, in good faith, to seek the advice of an attorney, whether or not we become involved in the dispute. All costs and attorneys' fees can be deducted from your Deposit Account balance when they are incurred, without notice to you.
Limitation of Liability. You agree that we, our service providers, agents, officers, directors, and employees (and the same of our service providers, subsidiaries and affiliates themselves) (collectively, the Indemnified Parties) will not be liable for anything we do when following your instructions. In addition, the Indemnified Parties will not be liable if any such Indemnified Party does not follow your instructions if we reasonably believe that your instructions would expose us to potential loss or civil or criminal liability, or conflict with customary banking practices. To the extent you are entitled to relief under this Agreement, the total liability of the Indemnified Parties to you will not exceed $500, except as otherwise required by applicable law. THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF WE FAIL TO STOP PAYMENT ON AN ITEM, OR PAY AN ITEM BEARING AN UNAUTHORIZED SIGNATURE, FORGED SIGNATURE, OR FORGED ENDORSEMENT OR ALTERATION, OUR LIABILITY, IF ANY, WILL BE LIMITED TO THE FACE AMOUNT OF THE ITEM. This section will survive termination of your CypherD Wallet Account and termination of this Agreement.
Indemnification. You agree to indemnify and hold the Indemnified Parties harmless from and against losses arising in connection with the services provided under this Agreement, except for losses arising out of our own gross negligence or willful misconduct. You further agree to hold the Indemnified Parties harmless from losses arising out of actions taken or omitted in good faith by any Indemnified Party in reliance upon instructions from you. The Indemnified Parties are not responsible for any actions or omissions by any third party. If you give us instructions that we believe may expose us to potential liability, we may refuse to follow your instructions and we will not be liable to you if we refuse to follow your instructions. If we do choose to follow your instructions, we may ask you for certain protections such as a surety bond or an indemnity agreement in a form that is satisfactory to us. This section will survive termination of your CypherD Wallet Account and termination of this Agreement.
Filing a Lawsuit or Arbitration. You must file any lawsuit or arbitration against the Indemnified Parties within two years after the cause of action arises, unless federal or state law or an applicable agreement provides for a shorter time. This limit is in addition to limits on notice as a condition to making a claim. If applicable state law does not permit contractual shortening of the time during which a lawsuit must be filed to a period as short as two years, you and we agree to the shortest permitted time under that state laws. We abide by applicable federal and state record retention laws and may dispose of any records that we retained or preserved for the period set forth in these laws. Any action against us or another Indemnified Party must be brought within the period that the law requires us to preserve records, unless applicable law or this Agreement provides a shorter limitation period or applicable law requires a longer limitation period. This section is subject to Section V.C.22, which may require you to submit your claims to arbitration. This section will survive termination of your CypherD Wallet Account and termination of this Agreement. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE BANK OR ANY OTHER INDEMNIFIED PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
Location of Legal Proceedings. If you file any lawsuit or other legal proceeding against an Indemnified Party that is connected in any way to your CypherD Wallet Account or services, you agree to do so in an appropriate court in the State of Tennessee. If we file any lawsuit or legal proceeding that is connected in any way to your CypherD Wallet Account or this Agreement, you consent to jurisdiction and venue in an appropriate court in the State of Tennessee. If any party chooses to have disputes resolved by arbitration, the Arbitration Agreement governs the process and location of the arbitration proceedings.
Pre-Judgment Interest Rate. If either you or we are awarded a judgment against the other in connection with your CypherD Wallet Account, the rate of interest earned before judgment on the judgment amount will be the rate of interest your Deposit Account earned during that period unless state law requires a different rate.
Unlawful Internet Gambling Notice. Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through this CypherD Wallet Account or relationship. Restricted transactions generally include those in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with the participation by others in unlawful Internet gambling.
Severability. Any provision of this Agreement that limits the Bank liability does not negate the Bank duty (if any) under applicable law to act in good faith and with ordinary care. If any provision of this Agreement is determined to limit the Bank liability in a way prohibited by applicable law, or to be otherwise unenforceable, the parties agree to replace such provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable, and this Agreement will be enforceable as so modified.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW.
Agreement to Arbitrate
This section is referred to as the Arbitration Agreement. If you have a dispute with the Bank or any other Indemnified Party, and are not able to resolve the dispute informally, you and we agree that upon demand by you, the Bank or any other Indemnified Party, the dispute will be resolved through the arbitration process set forth in this section
You agree that if you have a dispute or claim that has arisen or may arise between you and the Bank or any other Indemnified Party, whether arising out of or relating to this Agreement (including any alleged breach), your CypherD Wallet Account and services provided under this Agreement, any advertising, any aspect of the relationship or transactions between us, and you are not able to resolve the dispute or claim informally, you and we agree that upon demand by you, the Bank or any other Indemnified Party, the dispute or claim will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Arbitration Agreement, you and the Bank are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Parties Subject to this Arbitration Agreement
This Arbitration Agreement applies whenever there is a claim between you and us. If a third party, such as an Indemnified Party other than the Bank, is also involved in a claim between you and us, or if a dispute arises between you and an Indemnified Party other than the Bank relating to this Agreement or your CypherD Wallet Account, then the claim will be decided with respect to the third party in arbitration as well, in accordance with this Arbitration Agreement, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party.
THIS ARBITRATION AGREEMENT DOES NOT APPLY TO YOU IF, AS OF THE DATE OF THIS AGREEMENT, YOU ARE A COVERED BORROWER UNDER THE FEDERAL MILITARY LENDING ACT. IF YOU WOULD LIKE MORE INFORMATION ABOUT WHETHER YOU ARE COVERED BY THE MILITARY LENDING ACT, IN WHICH CASE THIS ARBITRATION PROVISION DOES NOT APPLY TO YOU, PLEASE CONTACT US AT email@example.com
You and we retain the right to pursue in small claims court (or an equivalent state court) any dispute that is within that court jurisdiction, so long as the disputes remain in such court and advance only an individual claim for relief. If either you or we fail to submit to binding arbitration of an arbitrable dispute following lawful demand, the party so failing will bear all costs and expenses incurred by the other in compelling arbitration.
Your Right to Opt Out
If you do not want this Arbitration Agreement to apply to your CypherD Wallet Account, you may opt out by sending us written notice of your decision within 30 days of the opening of your CypherD Wallet Account. Such notice must clearly state that you wish to cancel or opt out of the Arbitration Agreement section of this Agreement. It should include your name, address, CypherD Wallet Account number, and your signature and must be mailed to CypherD Wallet ATTN: LEGAL, firstname.lastname@example.org Mailing Address. This is the sole and only method by which you can opt out of this Arbitration Agreement. Your exercise of the right to opt-out will not affect any remaining terms of this Agreement and will not result in any adverse consequence to you or your CypherD Wallet Account. You agree that our business records will be final and conclusive evidence with respect to whether you cancelled or opted out of this Arbitration Agreement in a timely and proper fashion.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE BANK OR ANY OTHER INDEMNIFIED PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE BANK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON OR PARTY CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution
The Bank and Indemnified Parties are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to your satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (Notice). The Notice to the Bank or Indemnified Party should be sent to [CypherD Wallet, firstname.lastname@example.org Mailing Address]. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you do not resolve the claim with the Bank or Indemnified Party within 60 calendar days after the Notice is received, you or the Bank or Indemnified Party, as applicable, may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by any party will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Bank is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association (AAA) rules and procedures, including the AAA Consumer Arbitration Rules (collectively, the AAA Rules), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless the parties to the arbitration agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the Arbitration Fees) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, the Bank will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, the Bank will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Bank will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Prohibition of Class and Representative Actions and Non-Individualized Relief section above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief section are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Arbitration Agreement will continue to apply.
Future Changes to this Arbitration AGREEMENT
Notwithstanding any provision in this Agreement to the contrary, if the Bank makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you have a CypherD Wallet Account, you may reject any such change by sending the Bank written notice within 30 days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute covered by this Arbitration Agreement in accordance with the terms of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
This Fee Schedule lists the fees that may be applicable to your CypherD Wallet Account. You agree to pay all fees applicable to your CypherD Wallet Account. We reserve the right to add or change fees at a later time, and we will notify you of any changes to our fees and this Fee Schedule, as required by applicable law. We may subtract these fees from your balance, even if the fee makes your balance negative.
CypherD Wallet Banking Services Fees
CypherD Wallet will apply the following fees:
Account Monthly Fee :$0.0 per account ACH Transactions:
Incoming: $0 per ACH transfer received
Outgoing: $0.25 per ACH transfer sent
Incoming: $1.00 per wire transfer received
Outgoing: $5.00 per wire transfer sent
Incoming: $20.00 per wire transfer received
Outgoing: $20.00 per wire transfer sent
Remote Check Deposit: $0.0 per check
ACH returns: $15 per transaction
NSF Fees: $35 per transaction
Stop Payment: $35 per transaction
Research Request: $15 per transaction
FUNDS AVAILABILITY POLICY
PURPOSE. The information here describes our policy of holding deposited items in a Deposit Account before funds are made available to you for withdrawal.
DETERMINING THE AVAILABILITY OF YOUR DEPOSIT. Our policy is to delay the availability of funds from your deposits. The length of the delay varies based on the type of deposit as set forth below. During the delay, you may not withdraw the funds, and we will not pay transactions from your Deposit Account using these funds.
The length of the delay is counted in Business Days from the day of your deposit. If you make a deposit before 2:00PM PT on a Business Day, we will consider that day to be the day of your deposit. However, if you make a deposit after 2:00PM PT or on a day that is not a Business Day, we will consider the deposit made on the next Business Day.
Same Day Availability. Electronic direct deposits (e.g., ACH, person-to-person transfers, and other EFTs your Deposit Account supports) will be available on the day we receive your deposit.
Next Day Availability. Funds from the following deposits are available on the first Business Day after the day we receive your deposit:
- The first $200.00 of check deposits.
Second Business Day. Unless otherwise provided by this Agreement, all other funds from deposits will be made on the second Business Day after the day of your deposit.
- Longer Delays May Apply. Funds you deposit may be delayed for longer than two Business Days under the following circumstances:
- We believe a you initiated will not be honored;
- Your deposits total more than $2,500 in any one day;
- You have overdrawn your Deposit Account repeatedly in the last six months; or
- There is an emergency, such as failure of communications or our systems.
- If we delay availability for one of these reasons, funds may not be available until the seventh Business Day after the day of your deposit. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. If you will need the funds from a deposit right away, you should ask us when the funds will be available.
Special Rules for New Accounts. If you are a new customer, the following special rules will apply during the first 60 days your Deposit Account is open.
- Funds from electronic direct deposits to your Deposit Account will be available on the first Business Day after we receive the deposit.
- Funds from deposits of cash, wire transfers, and the first $2,500 of a day's total deposits of cashier's, certified, teller's, traveler's, and federal, state and local government checks will be available on the first Business Day after the day of your deposit if the deposit meets certain conditions.
- The excess over $2,500 will be available no later than the ninth Business Day after the day of your deposit.
- Funds from all other deposits will be available on the third Business Day after the day of your deposit.
our Responsibility for Deposits. Even if we have made funds available to you and you have withdrawn the funds, you are still responsible for deposits that are returned to us unpaid and for any other problems involving your deposit.
ELECTRONIC FUND TRANSFER AGREEMENT
Electronic Fund Transfers: Your Rights and Responsibilities
This disclosure contains important information about your use of electronic fund transfer (EFT) services provided by the Bank in connection with your CypherD Wallet Account. Whenever you accept or authorize EFTs to your Deposit Account, you agree to these terms and conditions, in addition to any other applicable limitations in this Agreement concerning deposits to and withdrawals from your Deposit Account. Please read this document carefully and retain it for future reference.
Business Days. Our Business Days are every day except Saturdays, Sundays, and holidays on which banks in [Tennessee] are legally authorized to be closed.
Types of Available EFTs
- Online ACH Transfers. You may use the App and request ACH transfers between your Deposit Account and a Linked External Account.
- P2P Transfers. You can make or receive transfers between your Deposit Account and the Deposit Account of another CypherD Wallet user, using the person-to-person transfer services (P2P Transfer) provided in the App. P2P Transfers are subject to additional terms and conditions.
Limits on the Type, Frequency or Amount of EFTs. Your Deposit Account may be subject to limitations on the amount or number of withdrawals that you may make from your Deposit Account, including EFTs. Please see Article IV of this Agreement and the Truth in Savings Disclosures. For security reasons, we may also, in our sole discretion, set limits on the dollar amounts of EFTs and on the number of EFTs that may be requested or initiated. To protect the security of the Bank or your Deposit Account, we may suspend your use of EFTs, as permitted by law.
Managing Your Account Balance. You agree that the amount of any EFT debit transaction you authorize will not exceed the Available Balance in your Deposit Account used to make the transaction, or your Spending Limit. We do not have to allow any EFT that would create an overdraft in your Deposit Account. We may in our sole discretion choose to permit an EFT that would create an overdraft in your Deposit Account. If we are unable to complete an EFT or perform any other EFT service for any reason associated with your Deposit Account, the EFT or other service may not be completed and we will not notify you unless required by applicable law.
Your Rights and Responsibilities
The use of EFT services described in this Agreement creates certain rights and responsibilities regarding these services as described below.
Documentation of Your EFTs
Periodic Statements. All EFT transactions will be reported on your periodic statement. See Section II.A.8 of this Agreement for more information.
Direct Deposits. If you have arranged to have direct deposits made to your Deposit Account at least once every 60 days, the company making the deposit may tell you every time they send us the money. You may also email us at email@example.com to find out whether or not the deposit has been made.
Confirmation. You may write to us at firstname.lastname@example.org to find out whether any EFT you request was successfully completed.
Preauthorized and Other Regular (Automatic) Debits
Right to Stop Payment and Procedure for Doing So
If you have told us in advance to make regular payments out of your Deposit Account, you can stop any of the payments. Here is how:
Email to us at email@example.com in time for us to receive your request three Business Days or more before the payment is scheduled to be made. If you contact us to stop a payment, please have the following information ready: your account number, the date the transfer is to be made, to whom the transfer is being made, and the amount of the scheduled transfer. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call. We may charge you (see Fee Schedule for exact fees) for each stop-payment order you give. Stop-payment orders may expire after six months from the date of your stop-payment request, and you may be required to renew it in order to ensure its continued effectiveness.
Liability for Failure to Stop Payment of Preauthorized Transfer
If you order us to stop a preauthorized automatic debit three Business Days or more before the transfer is scheduled and we do not do so, we will be liable for your losses or damages.
Notice of Varying Amounts
If you have authorized regular payments out of your Deposit Account, and these regular payments may vary in amount, we or the person you are going to pay will tell you, 10 days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.
Our Refusal to Pay a Preauthorized or Other Regular (Automatic) Debit
We reserve the right to refuse to pay a regular (automatic) debit, for example, if your Deposit Account has insufficient funds to cover such transfer or if we are unable to verify the ownership of or other information about the account to which the funds will be transferred. You may write to us at firstname.lastname@example.org to request information about a refusal by us to pay a regular (automatic) debit.
Your Liability for Unauthorized Transfers During your online CypherD Wallet Account set-up, you will be invited to register your phone number and create Access Credentials to protect your CypherD Wallet Account from unauthorized access. You are responsible for maintaining ownership of the mobile device associated with the phone number and security of your other Access Credentials.
Tell us AT ONCE if you believe that any Access Credentials or device you use to access your CypherD Wallet Account has been lost or stolen, that an EFT has been made without your permission, or that someone has transferred or may transfer money from your Deposit Account without your authorization. You may write to us at email@example.com or such other address as we may provide to you from time to time). Using our mobile chat messenger from the CypherD Wallet application is the best way of keeping your possible losses down. You could lose all the money in your Deposit Account. If you tell us within two Business Days after you learn of the loss or theft of your Access Credentials or device, your liability will be limited to $50 if someone accesses your Deposit Account without your authorization.
If you DO NOT tell us within two Business Days after you learn of the lost or theft of your Access Credentials or device, and we can prove we could have stopped someone from using your Access Credentials or device without your permission if you had told us, you could lose as much as $500.
Also, if your statement shows transfers that you did not make, tell us AT ONCE. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
If you grant authority to make transfers to another person who exceeds the authority granted, you are fully liable for any transfers until you notify us that transfers by that person are no longer authorized.
In Case of Errors or Questions about your EFTs
Write to us at firstname.lastname@example.org as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we send the FIRST statement on which the problem or error appeared.
(1) Tell us your name and your account number (if any).
(2) Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
(3) Tell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.
We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Deposit Account within 10 Business Days for the amount you think is in error, so that you will have use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your Deposit Account.
For errors involving new CypherD Wallet Accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new CypherD Wallet Accounts, we may take up to 20 days to credit your Deposit Account for the amount you think is in error. We will tell you the results within three Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
Our Liability for Failure to Make a Transfer. If we do not complete a transfer to or from your Deposit Account on time or in the correct amount according to this Agreement, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:
- If, through no fault of ours, you do not have enough money in your Deposit Account to make the transfer.
- If the transfer would go over the credit limit on your overdraft line of credit, if you have one.
- If an automated teller machine where you are making a transfer does not have enough cash. If a system or terminal you use to make a transfer was not working properly and you knew about the breakdown when you started the transfer.
- If circumstances beyond our control (such as fire or flood) prevent the transfer despite reasonable precautions that we have taken.
- There may be other exceptions stated in this Agreement.
Charges for Transfers or the Right to Make Transfers
We may assess a fee for each EFT, or stop-payment order. Please see the applicable Fee Schedule to determine the applicable amount. The circumstances under which such charges will be assessed, as well as the amount of the charge, are included in the current Fee Schedule.
We will disclose information to third parties about your CypherD Wallet Account or the transfers you make:
(1) Where it is necessary for completing transfers;
(2) In order to verify the existence and condition of your CypherD Wallet Account for a third party, such as a credit bureau or merchant;
(3) In order to comply with government agency or court orders;
(4) To persons authorized by law in the course of their official duties;
(5) To our employees, auditors, service providers, attorneys, or collection agents in the course of their duties;
(6) As disclosed in our Privacy Notice; and,
(7) If you give us your written permission.
Amendments. We may change any provision of this Electronic Fund Transfer Agreement in our discretion. If we do, we will give you notice if and to the extent required by applicable law.
Termination. We reserve the right to terminate your use of any or all of our EFT services for any reason and at any time without notifying you. You also have the right to terminate your use of the EFT services described in this Agreement at any time by calling us or writing to us. If you call, we may require you to put your request in writing and get it to us within 10 Business Days after you call. (Please note that e-mail, SMS/text or online notification will not meet the notice requirements of this section.) If you terminate your use of our EFT services and you have arranged for automatic (regular) transfers involving third parties, you are required to inform any third parties that the transfers will cease. Any termination of your use of our EFT services, whether initiated by you or us, will not affect any of your or our rights and obligations under this Agreement that have arisen before the effective date of such termination.
Updated: Oct 26th, 2022
This policy describes how (“CypherD Wallet app,” “we,” “us,” or the “CypherD Wallet Inc”) collects, aggregates, stores, safeguards and uses the data and information (including non-public personal information, or “NPI”) provided by users through our website, [https://cypherd.io] (the “Site”), as well as information collected by us through other means, including by email, over the phone, or in offline communications. This Site is operated by CypherD Wallet and has been created to provide information about our CypherD Wallet, products, and services (together, the “Services”).
We take your privacy and the security of your information seriously.
This policy explains:
- What information we collect, and how we use it
- Choices you can make about the way your information is collected and used
- How we protect personal information electronically and physically
INFORMATION WE COLLECT
Information You Provide to Us
CypherD Wallet collects information from you when you choose to provide it to us through the Site or through any other means. This may include when you create an account on the Site, register or request products or services, request information from us, sign up for newsletters or our email lists, use our Site, or otherwise contact us.
The information we collect may include your name, address, email address, telephone or mobile phone number, information relating to your employment or professional activities and financial account information. You may be required to provide certain personal and/or business information to apply for and receive CypherD Wallet products services.
Information We Automatically Collect
You may adjust your browser or operating system settings to limit this tracking or to decline cookies, but by doing so, you may not be able to use certain features on the Site or take full advantage of all of our offerings. Check the "Help" menu of your browser or operating system to learn how to adjust your tracking settings or cookie preferences. Please note that our system may not respond to Do Not Track requests or headers from some or all browsers.
HOW WE USE INFORMATION WE COLLECT
CypherD Wallet may also use your personal data and other personally non-identifiable information collected through the Site or the provision of the Services to help us improve the content and functionality of the Site or the Services, to better understand our users and to improve the Site and the Services. CypherD Wallet and its affiliates may use this information to contact you in the future to tell you about services we believe will be of interest to you. If at any time you wish not to receive any future marketing communications or you wish to have your name deleted from our mailing lists, please contact us as indicated below.
SHARING OF INFORMATION WE COLLECT
CypherD Wallet is not in the business of selling your information. There are, however, certain circumstances in which we may share your personal data with certain third parties without further notice to you, as set forth below:
Agents, Consultants, and Third-Party Service Providers:
CypherD Wallet, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases, and processing payments. When we employ another entity to perform a function of this nature, we only provide them with the information that they need to perform their specific function.
As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, personal data may be part of the transferred assets.
CypherD Wallet may disclose your personal data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of CypherD Wallet, (iii) act in urgent circumstances to protect the personal safety of users of the Site, the Services or the public, or (iv) protect against legal liability.
LINKS TO OTHER WEBSITES
The Site may have links to third-party websites, which may have privacy policies that differ from our own. We are not responsible for the practices of such sites, nor does any such link imply that CypherD Wallet endorses or has reviewed the third party site subject to such link. We suggest contacting those sites directly for information on their privacy policies.
CHILDREN AND MINORS
We have taken certain physical, administrative, and technical steps to safeguard the information we collect from and about our customers and Site visitors. While we make reasonable efforts to help ensure the integrity and security of our network and systems, we cannot guarantee our security measures. Therefore, you should take special care in deciding what information you send to us via email. Please keep this in mind when disclosing any personal data to the CypherD Wallet via the Internet.
ACCESS TO YOUR PERSONAL INFORMATION
To keep your personal data accurate, current, and complete, please contact us as specified below. We will take reasonable steps to update or correct personal information in our possession that you have previously submitted via the Services.
Who Can I Contact at CypherD Wallet Regarding Data Protection Issues? CypherD Wallet has designated a Data Protection Officer to assist with data privacy and data protection issues. You may contact him or her by emailing email@example.com and addressing your questions or concerns to the Data Protection Officer.
IF YOU HAVE QUESTIONS
If you have any questions about this Privacy Statement or the practices described herein, you may contact us at: firstname.lastname@example.org
CHANGES TO THIS STATEMENT
CypherD Wallet Visa Card holder Agreement
IMPORTANT: PLEASE READ CAREFULLY
I. Terms and Conditions for CypherD Visa Card
This Cardholder Agreement (“Agreement”) outlines the terms and conditions under which the CypherD Wallet Visa (the “Card”) has been issued to you by Evolve Bank & Trust (Member FDIC) (the “Bank”). The Bank has retained a Program Manager to provide certain services on the Bank’s behalf. “Program Manager” for the CypherD Wallet Visa is Solid Financial Technologies, Inc. “Card Account” means the records we maintain to account for the value of transactions associated with the Card. "You" and "your" means the person or persons who have received the Card and who are authorized to use the Card as provided for in this Agreement. “We,” “us,” and “our” means the Bank, our successors, affiliates, assignees and our third-party service providers. The Card will remain the property of the Bank and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice, subject to applicable law. Please read this Agreement carefully and keep it for future reference.
This Agreement is provided to you in electronic format pursuant to the E-Signature and Electronic Disclosure Agreement that you accepted and agreed to when you opened your Card Account. By accepting and/or using this Card, you agree to be bound by the terms and conditions contained in this Agreement.
Please keep for future reference the customer service telephone number, CypherD Wallet Service Number, or the toll-free telephone number on the back of your Card in case the Card is lost, stolen or destroyed.
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions and their third parties to obtain, verify, and record information that identifies each person who obtains a Card.
THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION PROVISION. SEE SECTION XIX BELOW.
II. The Card
A. The Card is a debit card that is funded by your Card Account. The Card allows you to access funds deposited to your Card Account by you or on your behalf. The funds in your Card Account will be FDIC-insured pursuant and subject to applicable law. You may access the funds in your Card Account by using your Card or Card Number or by Automated Clearing House (“ACH”) debit using your Account Number. The Card is not a credit card or a gift card and may not be gifted, sold or transferred. You will not receive any interest on your funds in the Card Account. The expiration date of the Card is listed on the Card. However, the funds in your Card Account will not expire, regardless of the expiration date listed on the Card. If your Card Account becomes inactive and subject to escheatment under state law, we may remit funds in your Card Account to the state of your residence, and you may claim the funds from the state.
B. You agree that the Card will be used primarily for personal, family and household purposes only and not for business use. You may not use the Card for illegal gambling or any other illegal transaction. We reserve the right to cancel, close or restrict use of the Card and Card Account, including by refusing the processing of any transaction, if we believe you have violated this Agreement or any applicable law.
C. You must activate the Card and complete the activation process, including setting a Personal Identification Number (“PIN”), before it may be used. You should memorize your PIN and not write down your PIN or keep your PIN with your Card. If you believe that anyone has gained unauthorized access to your PIN, you should advise the Bank and Program Manager immediately, following the procedures in Section XVII (Your Liability for Unauthorized Transfers) below. You may need to provide personal information in order for your identity to be verified and for completion of the activation process. You agree to sign the back of the Card immediately upon receipt.
D. Virtual Card. You may have the option of accessing your Account with, in addition to your physical card, a virtual card represented by a 16-digit account number (“Virtual Card”). The Virtual Card may either be single-use, meaning the 16-digit account number will expire after a single transaction, or recurring-use, meaning you may use your 16 digit account number for multiple transactions. You may not use your Virtual Card to obtain cash anywhere.
The fees relating to the use (including misuse) of your Card or Card Account are set forth in this Agreement and the attached fees exhibit (Exhibit 1) (the “Fees”). Exhibit 1 is incorporated herein by reference. Fees incurred pursuant to the terms of this Agreement will be withdrawn from your Card Account and will be assessed even if there is no remaining balance in your Card Account, unless prohibited by law. You agree to pay all Fees associated with the Card. We may from time to time amend the Fees, at our sole discretion, as set forth in Section XX (Other Terms). If you request a service that is not included in Exhibit 1 and there is a fee for such service, such fee will be disclosed at the time you request the service and you agree that any such fee may be deducted from your Card Account.
IV. No Authorized Users
You are responsible for all authorized transactions initiated and fees incurred by use of the Card. You may not permit anyone else to use your Card or Card Account. Without limiting the foregoing, if you permit another person to have access to the Card or Card Account, this will be treated as if you authorized such use and you will be liable for all transactions and fees incurred by those persons. You are wholly responsible for the use of each Card according to the terms of this Agreement, subject to Section XVI (Lost or Stolen Cards or Unauthorized Transactions) and Section XVII (Your Liability for Unauthorized Transactions) below, and other applicable laws.
V. Using the Card and Card Account and Limits
Subject to the limitations set forth in this Agreement, you may use your Card and Card Account, as applicable, to access funds in your Card Account, including to purchase goods or services wherever your Card is honored as long as you do not exceed the value available in your Card Account and aggregate purchases do not exceed the limits set forth in Exhibit 2. There may be Fees associated with some of these transactions. For fee information, see the Exhibit 1 attached to this Agreement.
- You will be provided with the Bank’s routing number and assigned a 16 digit account number (the “Account Number”) once your identity has been verified. The Bank’s routing number and your assigned Account Number are for the purpose of initiating direct deposits to your Card Account and authorized ACH debit transactions only. If you do not have sufficient funds in your Card Account, debits to your Card Account may be declined and your payment will not be processed. You also may be assessed an ACH decline fee (see Exhibit 1).
- With your PIN, the Card may be used to obtain cash at any Automated Teller Machine (“ATM”) in the U.S. displaying the Visa or MoneyPass acceptance marks, subject to your applicable daily cash withdrawal limit set forth in Exhibit 2. The Card cannot be used at international ATMs without prior notice. Fees may apply (see Exhibit 1 for details). ATM owner-operators may impose their own fees and lower limits on cash withdrawals. All ATM transactions are treated as cash withdrawal transactions and subject to your daily cash withdrawal limit. You may use your PIN at any Point of Sale (“POS”) device, as permitted by a merchant that bears the Interlink acceptance marks, and subject to your daily purchase limit. Each time you use the Card, you authorize the Bank to reduce the value available in your Card Account balance by the amount of the transaction and any applicable fees.
- Foreign Transactions. The Card may only be used to conduct transactions within the 50 United States, District of Columbia and U.S. Territories (Puerto Rico, Guam, Northern Marianas, the U.S. Virgin Islands, and American Samoa). The Card may be used to conduct international transactions, including, without limitation, transactions conducted on international merchant websites or mobile applications accessible within the United States; provided the merchant accepts the Visa or any other logo on the Card. All debits to your Card Account will be posted in U.S. dollars. Transactions made in a foreign currency are converted into U.S. dollar amounts by Visa, using its then current currency conversion procedure and rate. The currency conversion rate used on the processing date may differ from the rate in effect on the transaction date or periodic statement posting date. Foreign transactions are subject to foreign transaction fees, as set forth in Exhibit 1, and will be included in the amount charged to your Card Account.
- Card Not Present Transactions. If you initiate a transaction without presenting your Card (such as for a mail order, internet or telephone purchase or an ACH debit), the legal effect will be the same as if you used the Card itself. For security reasons, the amount or number of such transactions you may make may be limited.
- The total amount of purchases, transfers, reloads and cash withdrawals (including withdrawals inside a bank office) that you can perform in any single day or over any other period is limited to the amounts set forth in the enclosed Exhibit 2. For security reasons, you may be further limited as to the number or dollar amount of transactions you can make with your Card. We may, at our discretion, modify the limits from time to time. You will be notified of any change in the manner provided by applicable law prior to the effective date. Card limits are subject to periodic review and may be changed based on your Card Account history, activity, and other factors, including but not limited to your Card activity. We retain sole discretion to apply and change limits.
- You may add funds to your Card Account at any time. The maximum deposit amount is set forth in Exhibit 2. You agree to present the Card and meet identification requirements to complete deposit transactions as may be required from time to time. Deposit locations may have their own deposit limits that may be less than our allowable amount. Deposit locations also may assess a fee to deposit funds to your Card Account. You also may direct deposit funds to your Card Account by providing the Bank’s routing number and your assigned Account Number to your employer or other direct deposit payor. You cannot deposit funds into your Card Account by check or money order.
VI. Split Transactions and Authorization Holds
A. Split Transactions. If you do not have sufficient funds in your Card Account, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Some merchants will only allow you to do a split transaction if you pay the remaining amount in cash. If you fail to inform the merchant that you would like to complete a split transaction before swiping your Card, your Card is likely to be declined.
B. Authorization Holds. When you use your Card to purchase goods or services or to make a cash back withdrawal transaction, the merchant may attempt to obtain preauthorization for the transaction. If the merchant makes such a request, a “hold” is placed on your Card Account balance for the amount of the preauthorization request (which may vary in some cases from the amount of the actual purchase, depending on the merchant or purchase type), until the merchant sends the final payment amount of your purchase, or for up to sixty (60) days, even if you fail to make the purchase. During the hold period, you may not have access to the preauthorized amount in your Card Account. We will not be responsible if any transactions are not completed because of the hold. If the preauthorization request varies from the amount of the actual transaction, the actual transaction amount will be debited from your Card Account, even if this results in your Card Account balance becoming negative. You remain responsible for any negative balances in your Card Account. If you use the Card at an automated fuel dispenser (“pay at the pump”), the transaction may be preauthorized for an amount up to $100.00. If the Card is declined, but you have sufficient funds available in your Card Account, you should use the Card to pay for the purchase inside with the cashier. If you use the Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 20% to ensure there are sufficient funds available to cover tips or incidental expenses incurred. You do not have the right to stop payment on any purchase or payment transaction originated by use of the Card.
VII. Obligation for Negative Balances
Each time you initiate a Card transaction, you authorize the Bank to reduce the funds available in your Card Account by the amount of the transaction and all associated fees. You are not allowed to exceed the available amount in your Card Account through an individual transaction or a series of transactions (creating a “negative balance”). Nevertheless, if any transaction causes the balance in your Card Account to go negative, including any purchase transactions where the retailer or merchant does not request authorization, you shall remain fully liable to us for the amount of any negative balance and any corresponding transaction fees. You may also be liable for any related Insufficient Funds/NSF Fee(s) as set forth in Exhibit 1. We reserve the right to bill you for any negative balance or to recoup such negative balance from any other Card we have issued to you. You agree to pay us promptly for the negative balance and any related fees. We also reserve the right to cancel your Card if you create one or more negative balances with your Card. If you fail to pay us amounts owed under this Agreement, we may refer your Card Account and collection of amounts owed to a collection agency.
VIII. Recurring Transactions
If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient balance in your Card Account to cover the transaction. If these recurring transactions vary in amount, the recipient of the recurring transaction should inform you, ten (10) days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set. If you have provided instructions for recurring transactions from your Card Account, you can stop the payment by notifying us orally at  or in writing to [email@example.com] at least three (3) business days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, we will be liable for your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant in order to stop the recurring transaction.
IX. Preauthorized Credit.
If you have arranged to have direct deposits made to your Card Account at least once every sixty (60) days from the same person or company and you do not receive a receipt/statement (paystub), you can call us at  to find out whether or not the deposit was made.
You may obtain information about the amount of funds available in your Card Account by using the Program Manager's mobile application or visiting the Program Manager’s website. This information, along with a 12-month history of Card transactions, is available by logging into your account using the Program Manager’s mobile application or website. You also have a right to obtain a 24-month written history of Card transactions by sending an email to [firstname.lastname@example.org] or by calling . Pursuant to the E-Signature and Electronic Disclosure Agreement, we will deliver any account statements required by law to you in electronic form. This means you will not automatically receive paper statements. You are responsible for keeping track of your available Card Account balance. Merchants generally will not be able to determine your available balance. It is important to know your available Card Account balance before making any transaction.
XI. Return and Refunds
If you are entitled to a refund for any reason for goods or services obtained with the Card, you agree to accept credits to your Card Account for refunds and agree to the refund policy of the merchant. Neither the Bank nor Program Manager is responsible for the delivery, quality, safety, legality or any other aspects of the goods or services you purchase from others with the Card. If you have a problem with a purchase you made with the Card, or if you have a dispute with the merchant, you must handle it directly with the merchant. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs.
You should get or request a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipts to verify your transactions. You can get a receipt at the time you make a withdrawal from your Card Account using one of our ATM terminals (if available)
XIII. CARD CANCELLATION, SUSPENSION AND LIMITS AND CARD REPLACEMENT
We reserve the right, at any time and in our sole discretion, to limit your use of the Card, including limiting or prohibiting specific types of transactions. The Bank may refuse to issue a Card, revoke Card privileges or cancel your Card with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, you may do so by calling  or the number on the back of your Card. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. The cancellation of Card privileges will not otherwise affect your rights and obligations under this Agreement. Not all services described in this Agreement are available to all persons or at all locations. We reserve the right to limit, at our sole discretion, the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited. We can waive or delay enforcement of any of their rights under this Agreement without losing them.
If you need to replace the Card for any reason, call  or send an email to [email@example.com] to request a replacement. You will be required to provide personal information which may include the last four digits of your Card number, your full name and knowledge of the Card transaction history. If you believe the Card has been lost or stolen, you may immediately disable it by calling us at . We may cancel any Card that has been disabled for sixty (60) calendar days or longer.
XV. Our Liability for Failure to Complete Transactions
In no event will Bank or Program Manager be liable for consequential damages (including lost profits), extraordinary damages, special or punitive damages. Neither Bank nor Program Manager will be liable, for instance: (1) if, through no fault of Program Manager or of the Bank, you do not have enough funds available in your Card Account to complete the transaction; (2) if a merchant refuses to accept your Card or provide cash back; (3) if an ATM where you are making a cash withdrawal does not have enough cash; (4) if an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction; (5) if access to your Card has been blocked after you reported your Card lost or stolen; (6) if there is a hold or your funds are subject to legal process or other encumbrance restricting their use; (7) if Program Manager or the Bank has reason to believe the requested transaction is unauthorized; (8) if circumstances beyond Program Manager or the Bank’s control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that Program Manager or the Bank has taken; or (9) any other exception stated in this Agreement with you.
XVI. Lost or Stolen Cards or Unauthorized Transfers
If you believe your Card or PIN has been lost, stolen or compromised, call  or the number on the back of your Card or contact us by email at [firstname.lastname@example.org]. You should also call us at the number set forth in this Section or write us at the address set forth in this Section if you believe an electronic transfer has been made using the information from your Card or Card Account without your permission.
XVII. Your Liability for Unauthorized Transactions
You agree to exercise reasonable control over your PIN(s); user ID(s); and password(s) and any other access code related to your Card Account (each, an “Access Code") and your Card. If you believe the Card or Access Code has been lost, compromised or stolen, immediately contact us at  or email us at [email@example.com]. Telephoning is the best way to minimize your possible losses. If you believe the Card has been lost or stolen, or that someone has transferred money or may transfer money from your Card Account without your permission, call  or email at [firstname.lastname@example.org]. We may suspend or cancel your Card and/or corresponding Card Account in the event of excessive reports of Card loss or theft. Under Visa Rules, you will not be held responsible for unauthorized transactions if you have used reasonable care in protecting your Card from loss or theft and you have promptly reported to us when you knew that your Card was lost or stolen. Zero Liability does not apply to Visa payment cards that are used for commercial purposes or anonymous prepaid cards (until such time as the identity of the cardholder has been registered with us). In the event that Visa Zero Liability does not apply, if you notify us within two (2) business days after you learn of any unauthorized transactions, you can lose no more than $50.00 if someone used your Card without your permission. If you do not notify us within two (2) business days after you learn of the loss or theft of your Card and we can prove that we could have stopped someone from using your Card without your permission if you had promptly notified us, you could lose as much as $500.00.
Also, if you become aware of and/or your statement shows transactions you did not make, notify us at once following the procedures stated in Section XVIII (Your Right to Dispute Errors). If you do not notify us within sixty (60) days after you become aware of the transaction and/or after the statement was made available to you, you may not get back any value you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the value if you had notified us in time.
You will not be liable for unauthorized use that occurs after you notify us of the loss, theft or unauthorized use of your Card or Access Code(s). You also agree to cooperate completely with us and the Bank in attempts to recover funds from unauthorized users and to assist in their prosecution. The Bank may issue replacement Card(s) or Access Code(s), but only after you have provided such proof and security or indemnification as the Bank may require. In addition, you acknowledge that the Bank may have to deactivate your Card(s) and/or Card Account to prevent future losses. If you share your Card(s) or Access Code(s) with another person, use of your Card Account by that person may be considered as authorized. If you authorize another person to use your Card or Access Code(s), you agree that you will be liable for all transactions arising from use of the Card or Access Code(s) by such person except as otherwise set forth in this Agreement. In all cases, our liability for an unauthorized transaction is limited to reimbursing you for the face amount of the unauthorized transaction and any corresponding fees, except as otherwise required by applicable law. A transaction is unauthorized if it is not initiated by you, you did not give permission to make the transaction or you do not benefit from the transaction in any way.
XVIII. Your Right to Dispute Errors
When an unauthorized transaction or other error occurs in the Card Account, including unauthorized transactions that occur because the Card has been lost or stolen, we will cover you for the full amount of every eligible unauthorized transaction or other error as long as you follow the procedures discussed in this Section. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the problem or error appeared.
- Tell us your name and account number.
- Describe the error or transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
- Tell us the dollar amount of the suspected error.
If you tell us verbally, we may require that you send us your complaint or question in writing within ten (10) business days.
We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days (ninety (90) days for those transactions at merchant POS terminals, processed on a new account, or initiated outside the United States) to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days for the amount you think is in error so that you will have full use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your account.
For errors involving new accounts (an account where the first deposit to the account occurs less than 30 days before the error), we may take up to twenty (20) business days to credit your account for the amount you think is in error.
We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
XIX. Digital Wallet
A. Adding a Card. You can add your Card to a digital wallet by following the instructions of the digital wallet. The digital wallet may not be accepted in all places where your Card is accepted. We may terminate the ability for you to add the Card to a digital wallet at any moment.
B. Remove Your Card from the Digital Wallet. You should contact the digital wallet provider to remove a Card from the digital wallet. We can end or suspend your ability to use a Card with the Digital Wallet at any time.
C. Card Responsibility. You are solely responsible for maintaining the security of your digital wallet credentials (including user identification, password or other access credentials). If you share these credentials with any other person, you expressly authorize them to access your personal information, access your accounts and initiate charges to your Cards using the digital wallet service.
D. Fees. We currently do not impose a fee for using your Card at a Digital Wallet, but we reserve the right to impose a fee in the future. Please note that a Digital Wallet provider or another third party enabling or associated with your use of a Digital Wallet may charge a fee for using your Cards in a Digital Wallet.
E. No Liability for the Digital Wallet. We are not provider of the digital wallet and we are not responsible for providing the digital wallet service to you. We are only responsible for supplying information securely to the digital wallet provider to enable usage of the Card in such digital wallet. We are not responsible for any failure of the digital wallet or the inability to use the digital wallet for any transaction. We are not responsible for the performance or non-performance of the digital wallet provider or any other third parties regarding any agreement you enter into with the digital wallet provider or associated third‐ party relationships that may impact your use of the digital wallet. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK, AND WE ARE NOT RESPONSIBLE FOR THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, OR ACCURACY.
This Section sets forth the circumstances and procedures under which Claims (as defined below) shall be arbitrated instead of litigated in court upon the election of either party.
- Definitions: As used in this Arbitration Section, the term “Claim” means any claim, dispute or controversy between you and Bank, Program Manager or any of their agents or retailers, arising from or relating to the Card 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 Arbitration Section or the Agreement. “Claim” includes claims of every kind and nature, including but not limited to 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 and without limitation, any claim, dispute or controversy that arises from or relates to (i) your Card, or the Cards of any additional cardholders designated by you; (ii) the amount of available funds on the Cards; (iii) advertisements, promotions or oral or written statements related to the Cards, goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; and/or (v) your enrollment for any Card. As used in this Arbitration Section, the terms “we” and “us” shall for all purposes mean the Bank, Program Manager, 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” shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) 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. As solely used in this Arbitration Section, the terms “you” or “yours” shall mean all persons or entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually obligated under any of the Agreements and all additional cardholders.
- Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration 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 shall 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 shall have the right within thirty (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: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org. Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS ARBITRATION OR A JOINT ARBITRATION, EXCEPT AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
- Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall 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 cardholders 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.
- Location of Arbitration/Payment of Fees: Any arbitration shall take place in Memphis, Tennessee, unless otherwise agreed in writing by the parties. 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.
- Arbitration Procedures: This Arbitration Section is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Section shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall 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 fifteen (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 shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall 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 shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (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 shall 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 twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding.
- Continuation: This Arbitration Section shall survive termination of your Card as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Section is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Section, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
XXI. Other Terms.
A. The Card and your obligations under this Agreement may not be assigned. The Bank may transfer its rights under this Agreement. Use of the Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. The 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. This Agreement will be governed by the law of the State of Tennessee except to the extent governed by federal law.
B. By activating the Card or by retaining, using or authorizing the use of it, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a jurisdiction where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.
C. The terms and conditions of this Agreement may be revised by posting a revised version here [Hyperlink To Static Page With The Agreement]. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes, the Bank or Program Manager can implement such change without prior notice. We may cancel or suspend the Card or this Agreement at any time. You may cancel this Agreement by returning the Card to the Bank. Your termination of this Agreement will not affect any of the Bank’s or Program Manager’s rights or your obligations arising under this Agreement prior to termination. In the event your Card is cancelled, closed or terminated for any reason, any remaining available funds associated with the Card Account will be returned to you, subject to any contrary provision in this Agreement and applicable law.
Exhibit 1: Fees
Fee DescriptionFee Amount and FrequencyAdditional DetailsFee for Out-of-Network ATM WithdrawalsINSERT FINTECH FEETransactions at MoneyPass ® ATMs are fee free.Foreign ATM Transaction Fee3% of transaction amountThis is our fee. You may also be charged a fee by the ATM operator or other third party.ATM Cash Deposit Fee$4.00Cash deposits are only available at select MoneyPass® ATMs
Exhibit 2: Transaction Limits
Points of Sales (Merchants) Transactions
ATM Cash Withdrawal
ATM Cash Deposit (if MoneyPass)
Dollar Limit per Day
Solid Platform Terms of Service
Effective May 1, 2021
If you do not agree to these Terms of Service, you must immediately stop using our services.
NOTICE OF BINDING ARBITRATION
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION” BELOW. PLEASE READ THE SECTION TITLED “BINDING ARBITRATION” CAREFULLY.
1. Introduction to “Solid”
Solid Financial Technologies, Inc. and our affiliates or subsidiaries (collectively “Solid,” “we,” “us,” or “our”) is banking as a software (BaaS) layer between banks, and the financial technology platforms using our services (“Platform”). We provide Platforms banking services (e.g. bank transfers or accounts) to you through Solid’s bank partners (collectively “Banks”).
Check out our website (solidfi.com) or feel free to email us at email@example.com to learn more about Solid.
2. Your customer relationship to Solid
By using our services offered through Platforms or our website or mobile application, you became a customer of Solid. You agree to these Terms of Service when you use the services. You understand that all bank and transaction-related services are provided directly by the Bank, except as it relates to specific services provided to you by your Platform. Similarly, Platform is responsible for providing their services to you pursuant to your agreements with Platform. Solid’s services allow you to easily communicate with banks and other financial institutions through Platforms. By using our service, you grant us the right, power, and authority to act on your behalf to access and transmit your personal and financial information, and requests for services between Bank, Platform, and any other financial institutions (as applicable).
3. Your representations and promises or affirmations to us.
By using our services or by accessing Solid’s or a Platform’s website or phone application, you acknowledged and agree that:
a. Restriction on acceptance and use of our services.
You are at least 18 years old (or legal age of capacity of your state) and you have the right, authority, and capacity to enter into these Terms of Service. If you are accepting these Terms of Service on behalf of any legal entity, including any company, organization, government, or governmental agency, you have been authorized to do so and to act on behalf of such legal entity:
b. True and accurate information.
The information and instructions you provide us are true, accurate, and complete, as you are solely responsible for such information and instructions. Additionally, you will provide all information requested by us, such as your name, email address, phone number, date of birth, social security number or tax identification number, photo ID, online login credentials or your account and routing numbers for your bank or credit union account (“Bank Account”), and such other information as we may request from time to time. You agree to update us if the information changes (collectively, your “User Data”). We may use third parties to verify all or a portion of your information.
c. Verification of your information.
d. Password security.
If Platform or we provide you with login credentials (e.g. username, password or PIN) to access our services, (i) you will keep this information secure and confidential; (ii) you will not share such information with third parties; and (iii) you understand that you are responsible for all activity any person conducts using your login credentials to access our services, regardless of whether or not you authorized the activity. We will never ask you for your login credentials by phone or email.
e. Authorization to debit your account.
By using our transactions services to send funds via the Automated Clearing House (“ACH”) from your linked Bank Account(s) to your Account, Platform, or a third party, you authorize us (as an agent of Bank) to debit the Bank Account indicated by you for the amount and on the date provided by you. You understand that because this will be an electronic transaction, and funds may be withdrawn from your account as soon as the above-noted transaction date. You will not dispute your Platform, Bank, or Solid debiting my account, so long as the transaction corresponds to the terms indicated in the transaction web form provided to you.
f. Limits on access to services.
We may limit or suspend your access to our services or take other actions against you if the information you provide us is incorrect or you otherwise breach these Terms of Service as further detailed in these Terms of Service.
g. Compliance with the law and your agreements.
Your use of our services does not violate any laws or regulations or any agreements with any third parties.
h. Platform services are not endorsed.
We do not provide any endorsements or guarantees for any individual or entity using Solid’s services (including the Platform you accessed to use our services), nor any third party offers, goods or services featured on our websites. Information regarding third-party offers, goods, and services is provided on our websites for informational purposes only, and may not be true, accurate, or reliable.
i. USA PATRIOT Act notice.
Important information about procedures for using our services under the USA PATRIOT Act of 2001: 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 use our services, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents.
4. Your conduct.
You understand and agree that you will not:
a. Use our services, without Solid’s prior written consent, to transact with or operate services relating to (i) credit repair, (ii) debt consolidation, (iii) payday loans, (iv) title loans, (v) telemarketing, (vi) tobacco sales, (vii) travel clubs, (viii) sweepstakes, (ix) choice of law, (x) marijuana or controlled substance supply, (xi) tribal and entities that are not governed by the U.S. or states, (xii) mail order or telephone order companies, (xiii) business located outside of the U.S., (xiv) adult entertainment, (xv) stored value cards, (xvi) illegal or fraudulent goods or services, including, but not limited to, illegal substances, counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety (including synthetics, “potpourri not for human consumption”, and other similar items), illegal online gambling / wagering, pyramid schemes, counterfeit goods, unlicensed sale of firearms or weapons, (xvii) any type of money laundering, or (xviii) other businesses that operate or engage in any business regulated by FinCEN, including money service businesses, e-money business, and businesses selling money orders or traveler’s checks, and virtual or crypto-currency marketplaces and exchanges;
b. Provide false or inaccurate information to us, including an attempt to falsify your identity, such as by providing false account information or false documents;
c. Defraud us, Bank, or other Solid users in any way;
d. Receive or attempt to receive duplicate compensation for a disputed payment from the recipient, Solid, Bank, and/or other financial institutions;
e. Engage in activity that indicates, in Solid or the Bank’s discretion, that there may be a high level of risk associated with you, your Account, or any of your Solid account activity; or
f. Otherwise breach the terms of these Terms of Service or the policies herein.
5. Our services.
Solid provides software services to you and Platforms to give you the ability to send and receive funds from third parties, in addition, to open up an Account. All funds transfer services are provided by Bank, as Solid does not receive, hold, or transmit funds. Our software allows you to send funds transfer instructions to Bank. Any funds balance displayed by Solid’s software are held in your Account, or otherwise held by Bank or Platform for your benefit, as applicable (“Account Balance”).
Solid MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) INSURANCE COVERAGE. SUCH REPRESENTATIONS AND WARRANTIES MAY BE FOUND IN YOUR SPECIFIC ACCOUNT AGREEMENT OR AGREEMENT WITH YOUR PLATFORM. UNLESS NOTIFIED OTHERWISE BY SUCH AGREEMENTS, YOUR ACCOUNT BALANCES MAY LOSE VALUE IN THE EVENT BANK, THE BROKER-DEALER, OR PLATFORM ENTERS A RECEIVERSHIP.
a. Bank account services.
We provide software services to facilitate your requests for services relating to your Account as detailed in such agreements. We are not responsible or liable if your request for such services is limited, delayed, or denied for risk, compliance, or other reasons.
b. Transaction-only services.
c. Other services.
We may from time to time offer additional services or remove services without prior notice to you. You agree to be bound by the terms and conditions of such services as they may be offered to you.
Fees for services offered under your Account are detailed in the specific Account agreements. If you use our Transaction services listed in Section 4(b), you may be charged a transaction fee by Platform or us as detailed in your agreement with Platform. Transactions completed on our website or mobile application may include a transaction fee as detailed when you make a transaction request.
In the event that a sender or the sender’s financial institution requests a reversal of payment or Solid decides against you in a dispute against you, we reserve the right to charge you a $15.00 fee in addition to the full amount of the transaction (collectively, the “Reversal Dues”). You agree to immediately reimburse for the Reversal Dues. Additionally, you authorize us to recover any Reversal Dues outstanding to Solid or Bank by debiting your available Account Balance. If you have an insufficient Account Balance, you authorize Solid and our Bank to take any of the following actions to recover the remaining amounts from you:
a. Debit the Bank Account(s) linked to our services;
b. Suspend your use of our services and require your immediate payment; or
c. Engage in collection efforts.
8. Protecting you and resolving disputes.
Solid is always looking for ways to protect you from abusive business practices, security-related issues, and other issues you may encounter with Platform and our Banks. If you have a complaint against how Platform or Bank is providing services to you or using your User Data, just let us know by emailing us at firstname.lastname@example.org per below. We cannot warranty or guarantee anything under this section, but if we are able to help, we will work with you to resolve your complaint so long as such assistance is commercially reasonable and does not violate any agreements with third parties, regulations, or laws. Disputes relating to your Account shall be governed by your specific account agreements. Below is more information on how we can try to help you with other Disputes (as defined below).
a. Dispute resolution.
You understand and agree that we are not responsible for the goods or services that you pay for using our services, including but not limited to those offered by your Platform and other third parties. Each Platform and seller that you purchase from is responsible for providing the goods and services that you purchase and for providing all customer service related to those goods and services. We recommend that you review Platform’s and, if applicable, a seller’s policies before completing your purchase. You are responsible for resolving any disputes that you may have with a Platform or a seller. If you have exhausted all options for resolving a complaint about abusive business practices, security-related issues, or other dispute with a Platform or a seller, you may choose to file a dispute claim with Solid (“Dispute”) by following the steps in this “Disputes” Section.
b. Release of Solid.
By filing a Dispute, you understand and agree that:
You are asking us to assist in resolving the dispute in its sole discretion and that such assistance or Solid’s decision may not be satisfactory to you;
Solid’s assistance in resolving the dispute does not guarantee any particular outcome or any action on our part; and
You release Solid and our officers, directors, agents, employees, subsidiaries, and suppliers from all claims, demands, and damages of any kind arising out of your dispute with a seller and Solid’s review of your Dispute.
c. How to file a Dispute. To file a Dispute, follow these steps:
i. Abusive business practices, security issues, or other non-transaction-related disputes. If you have a complaint about a Platform relating to abusive business practices, security issues, handling of your User Data, or related issues, email us at email@example.com with the following information:
1. The email associated with your account;
2. The name of the website, mobile application, and Platform relating to such Dispute;
3. The details of your Dispute with the Platform, including any steps already taken to resolve the issue, and copies of supporting documentation (e.g. email correspondence, related agreements, and promises or affirmations, etc.); and
4. How these issues have negatively affected you.
ii. Transaction-related disputes or unauthorized activity. Within 45 days of the original disputed transaction or immediately if the Dispute relates to unauthorized activity, email us at firstname.lastname@example.org with the following information:
1. The email associated with your account and names of both parties, if available;
2. The name of the website, phone application, and Platform relating to such Dispute;
3. The transaction ID number;
4. The amount of the transaction; and
5. The details of the unauthorized activity or your disagreement with the recipient, including any steps already taken to resolve the issue, and copies of supporting documentation (e.g. when you first noticed such unauthorized activity, email correspondence, receipts, shipping confirmations, etc.).
Provide any additional information or documentation that we may request. Once Solid has decided the outcome of the Dispute, the parties will be notified of the decision. You are required to comply with the decision and complete any actions required by such decision.
All disputes relating to an Account shall be governed by the specific Account agreement and this section shall not apply.
9. Your liability and actions against you.
a. Your liability.
You are responsible for all Reversal Dues, claims, fees, fines, penalties, and other liabilities incurred by Solid, Bank, other Solid users, a Platform, or third parties arising from your breach of these Terms of Service or your use of our services. You agree to reimburse Solid, Bank, other Solid users, Platforms, or third parties for any and all such liability.
b. Actions we may take.
If we determine, in our sole discretion, that you may have breached these Terms of Service, that you or your account activity presents risk or security concerns, or if we are unable to verify your identity, we may take actions to protect Solid, Bank, Platforms, our users, or other third parties from Reversal Dues, claims, fines, penalties, and any other liability. These actions may include, but are not limited to, the following:
i. Suspending your access to your Account or other Solid related services;
ii. Suspending your access to your funds held in your Account, or otherwise held with Bank or Platform for your benefit for up to 90 days;
iii. Taking action as set out in the “Reversals” Section to recover amounts that you owe;
iv. Closing your Account held by Bank or Platform for your benefit;
v. Contacting Platforms, our users or third parties who have purchased goods or services from you, contacting the financial institution associated with your Bank Account(s), and/or warning other Solid users, law enforcement, or other impacted third parties of your actions;
vi. Refusing to provide our services to you in the future; and
vii. Taking legal action against you.
c. Notice of limit or suspension.
We will provide you with notice if we take any of the above actions against your Account or other accounts held by Bank or Platform for your benefit. If we limit or suspend such accounts, we will provide you with notice of our action
11. Solid services are in the US Only.
Solid’s services are based in the United States of America. We make no claims whether these services can be appropriately used outside of the United States. If you access our services from outside of the United States, you do so at your own risk. You are solely responsible for ensuring compliance with local laws.
12. Solid can terminate these Terms of Service at will.
We reserve the right, at our sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of our services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of our services at any time without prior notice or liability.
13. Terminating your agreement with Solid.
If you wish to terminate your use of the services and the Terms of Service, email us at email@example.com. However, if you terminate the Terms of Service with Solid, this will result in your Account Agreement being terminated and may impair your ability to use Platform’s services. You accept sole responsibility and any liabilities resulting from an impairment of Platform’s services or termination of your agreements with Platform, to the fullest extent permitted by law.
14. Terminating your agreement with Platform or your Account.
If you wish to terminate your agreement with Platform or your Account, you must notify the parties of such agreements in accordance with such agreements.
15. Notice + electronic communication.
To the fullest extent permitted by law, these Terms of Service, notices, and other communications (collectively, “communications”) from Solid to you regarding these Terms of Service may be provided to you electronically via Solid, Bank, or Platform (on behalf of Solid), and you consent and agree to receive those communications in an electronic form. Electronic communications may be posted on the page you are on now and the pages within the Platform’s website or application, pages within the Solid website (https://solidfi.com/) or applications, and/or delivered by Solid, Bank, or the Platform (on behalf of Solid) to your email address(es) provided to Platform and us. You may download or print a paper copy of 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 no later than twenty-four (24) hours after posting or dissemination, whether or not you have received or retrieved the communication. Solid reserves the right to provide communications in paper format. You agree to give us notice of any change of your postal or email address.
Your consent to receive communications electronically is valid until you revoke your consent by notifying us of your decision to do so. If you revoke your consent to receive communications electronically, Solid may terminate your right to use the services under these Terms of Service and, as a result, your ability to use the Bank or Platform services, and you accept sole liability for resulting from an involuntary termination of the Bank’s or Platform’s services, to the extent permitted by law.
You may give notice to Solid by emailing Solid at firstname.lastname@example.org
“Business Day” for the purpose of these Terms of Service means every day is a business day except Saturdays, Sundays, and federal and state holidays.
Solid may revise these terms of Service at any time without notice. By using the Platform’s or Bank’s services, Solid services or website, you are agreeing to be bound by the then current version of these Terms of Service and any amendments to the Terms of Service upon your continued use of our services.
17. IMPORTANT LEGAL PROVISIONS
a. NO WARRANTIES.
THE SERVICES UNDER THE TERMS OF SERVICE, Solid’S WEBSITE, AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
THE Solid SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE Solid SERVICES IS AT YOUR OWN RISK. Solid, BANKS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER Solid NOR BANK HAVE CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES OFFERED BY PLATFORMS OR THAT ARE PAID FOR USING OUR SERVICES AND CANNOT ENSURE THAT ANY PLATFORM OR OTHER THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. NEITHER Solid NOR BANK REPRESENT OR WARRANT THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Solid OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER Solid NOR BANK SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF OUR SERVICE TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION
Solid MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) INSURANCE COVERAGE OR SECURITIES INVESTOR PROTECTION CORPORATION (“SPIC”) INSURANCE COVERAGE. SUCH REPRESENTATIONS AND WARRANTIES MAY BE FOUND IN THE SPECIFIC ACCOUNT AGREEMENT OR AGREEMENT WITH YOUR PLATFORM. UNLESS NOTIFIED OTHERWISE BY SUCH AGREEMENTS, YOUR ACCOUNT BALANCES MAY LOSE VALUE IN THE EVENT BANK OR BROKER DEALER ENTERS A RECEIVERSHIP.
b. Force majeure.
You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Solid or Bank may suspend the services and access to your Account held by Bank or Platform for your benefit.
c. LIMITATION OF LIABILITY.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE Solid’S, BANK’S, PLATFORM’S SERVICES OR WEBSITES OR PHONE APPLICATIONS OR CONTENT THEREIN WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless Solid and their respective officers, directors, employees, agents, and suppliers (collectively “Disclaiming Entities”) from and against any third party claim, suit, demand, loss, liability, damage, action, proceeding or suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to (i) your breach of any provision of these Terms of Service; (ii) your actions and omissions in connection with your accounts or our services; (iii) our actions and omissions, provided that they are taken/omitted in accordance with this Terms of Service or your instructions; or (iv) your violation of any laws and regulations; or (v) your negligent or reckless act or omission or willful misconduct of your employees, contractors, or agents. This provision shall survive the termination of these Terms of Service.
e. Binding Arbitration.
Any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In any arbitration arising out of or related to the Terms of Service, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset. No class actions or similar process, and no joinder or consolidation of any claim with a claim of any other person or entity, shall be allowable in arbitration, without the written consent of both parties. The arbitrator shall have no authority to entertain any claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator, and to the extent, it is determined that resolution of a claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration.
The place of arbitration shall be San Francisco, CA, except to the extent, the arbitration involves Bank and/or your Account, or a third-party service provider of Solid as a party to the dispute, then Solid may in its sole discretion move the place of arbitration to the location of such arbitration proceedings to which you have previously agreed to in such agreements (See, your specific Account Agreement Arbitration sections for more information of the place of arbitration).
ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS THAT THE PARTIES ELECT TO ARBITRATE.
All claims, findings, and settlements under this “Binding Arbitration” shall be confidential information of Solid. You shall not disclose or reveal to employees, agents, Platform, or other third parties unless such information is already publicly available. Due to the unique nature of the confidential information, monetary damages may be inadequate to compensate us for your violation or threatened violation may cause irreparable injury to us and, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to seek injunctive relief against the threatened breach of confidentiality or the continuation of any such breach by you.
18. Other legal terms.
The Terms of Service are governed by the laws of the State of California. You agree to submit to the exclusive personal jurisdiction of the state and federal courts in the State of California except as detailed in the “Binding Arbitration” Section. If any provision of these Terms of Service is found to be invalid by a competent court, the invalidity of such provisions shall not affect the validity of the remaining provisions. Likewise, if we choose to terminate any provision in accordance with the termination provision, that termination shall not affect the termination of other provisions.
If we fail to act on or enforce, any provision in the Terms of Service, this shall not be construed as a waiver of that, or any other, provision. We will only grant waivers to specific provisions, for specific instances, in writing. The Terms of Service constitute the entire agreement between you and us with respect to this website and supersedes all previous or contemporaneous agreements. The section headings are merely provided for convenience and shall not be given any legal import. You may not assign your rights and obligations under these Terms of Service. The Terms of Service will inure to the benefit of our successors, assignees, licensees, and sublicensees.
Effective Date: May 1, 2021
Solid Financial Technologies, Inc. “Solid” ("Company", "we", or "us") respect your privacy and are committed to protecting it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide when you visit the website solidfi.com, or interact with us via the Solid Banking App, Solid Banking Services, Solid Dashboard, Facebook, Instagram, Twitter, or LinkedIn (our "Website") and our practices for collecting, using, maintaining, protecting, and disclosing that information.
This policy applies to information we collect:
- On this Website.
- In email, text, and other electronic messages between you and this Website.
- Through mobile and desktop applications you download from this Website, which provide dedicated non-browser-based interaction between you and this Website.
- When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
It does not apply to information collected by:
- Us offline or through any other means, including on any other website operated by Company or any third party; or
- Any third party, including through any application or content (including advertising) that may link to or be accessible from or on the Website.
Children Under the Age of 18
Our Website is not intended for children under 18 years of age. No one under age 18 may provide any information to the Website. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on this Website or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at email@example.com.
Information We Collect About You and How We Collect It
We collect several types of information from and about users of our Website, including information:
- By which you may be personally identified, such as full name, home address, email address, ip address, biometric information, date of birth, telephone number, gender, workplace, location, credit card or bank account numbers, credit information, social security number, driver's license, passport, or other state id numbers ("personal information");
- About your business, such as entity legal name or aliases, including “doing business as” names, physical address, phone number, legal entity type, industry, organization documents (e.g. articles of incorporation and bylaws), employer identification number, or other information relating to your authorized signors or beneficial owners, which may include the Individuals’ Information as provided above, or additional information we may additionally request you to provide;
- About external bank accounts, such as external financial institution name, account name, account type, branch number, account number, routing number, international bank account number (“IBAN”), information, data, passwords, authentication questions, materials or other content, transaction and available balance information;
- About your account with us and our partner bank(s) such as transactions and transaction history, including but not limited to ACH, wire and card transactions, available account balance, card data, loan and debit amounts, loan types, payment plan, loan balance, linked bank accounts, salary and other income, sources of wealth, and other assets;
- Received with our background check data, such as background check information including credit and criminal checks, supporting research, and screenings, to the extent required or permitted by local law;
- About a transfer recipient or sender, such as when you send or request money through the services, we may collect data such as name, postal address, telephone number, IP address, date of birth, and financial account information about the recipient or sender of the funds. The extent of data required about a recipient or sender may vary depending on the Services you are using to send or request money; and/or
- That is about you but individually does not identify you, such as browser type, operating system, session length, page views, length of page views, referral links, search terms, general location data, mobile network information, browser settings.
We collect this information:
- Directly from you when you provide it to us.
- Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies and other tracking technologies.
- From third parties, for example, our business partners.
Information You Provide to Us
The information we collect on or through our Website may include:
- Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our service, or requesting further services. We may also ask you for information when you report a problem with our Website.
- Records and copies of your correspondence (including email addresses), if you contact us.
- Details of transactions you carry out through our Website.
- Your search queries on the Website.
You also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Website, or transmitted to other users of the Website or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.
Information We Collect Through Automatic Data Collection Technologies
As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
- Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website.
- Information about your computer and internet connection, including your IP address, operating system, and browser type.
The information we collect automatically does include personal information, and we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:
- Estimate our audience size and usage patterns.
- Store information about your preferences, allowing us to customize our Website according to your individual interests.
- Speed up your searches.
- Recognize you when you return to our Website.
The technologies we use for this automatic data collection may include:
- Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
- Web Beacons. Pages of our the Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
- To present our Website and its contents to you.
- To provide you with information, products, or services that you request from us.
- To fulfill any other purpose for which you provide it.
- To provide you with notices about your account.
- To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
- To notify you about changes to our Website or any products or services we offer or provide though it.
- To verify your identity and fulfill our legal and regulatory obligations.
- In any other way we may describe when you provide the information.
- For any other purpose with your consent.
Disclosure of Your Information
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.
- To our subsidiaries and affiliates.
- To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
- To our partner bank(s) in order to comply with laws and regulations governing banking data.
- To the partner brand on behalf of which we are providing services to you.
- To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Solid’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Solid about our Website users is among the assets transferred.
- To fulfill the purpose for which you provide it.
- For any other purpose disclosed by us when you provide the information.
- With your consent.
We may also disclose your personal information:
- To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
- If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Solid, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
Choices About How We Use and Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Your California Privacy Rights
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information.
California's "Shine the Light" law (Civil Code Section § 1798.83) permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to firstname.lastname@example.org
We have implemented commercially reasonable measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we make efforts to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
Effective Date: May 1, 2021
This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Website.
If you choose or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website.
- Use any robot, spider, or other automatic devices, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on this Website.
- Send emails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content, they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (”AAA”) under its Commercial Arbitration Rules and Mediation Procedures (”Commercial Rules”) including, if appropriate, the Procedures for Large, Complex Commercial Disputes. Authority of tribunal, judicial review.
The award rendered by the arbitrators shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. There shall be three arbitrators agreed to by the parties within thirty (30) days of receipt by respondents of the request for arbitration or, in default of such agreement, by the AAA. The seat or place of arbitration shall be San Mateo, California. The arbitration shall be conducted and the award shall be rendered in the english language.
Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. The arbitrators will have no authority to award punitive damages, consequential damages, or liquidated damages.
Class Actions and Collective Actions
The parties expressly agree and intend that:
- class action and collective action procedures shall not be asserted, and will not apply, in any arbitration under this Agreement;
- each will not assert class or collective action claims against the other in arbitration, court, or any other forum;
- each shall only submit their own individual claims in arbitration and shall not bring claims against the other in any representative capacity on behalf of any other individual; and
- any claims by a party will not be joined, consolidated, or heard together with claims of any other party.
Notwithstanding anything to the contrary in the AAA Arbitration Rules, and the general grant of authority to the arbitrators by this agreement of the power to determine issues of arbitrability, the arbitrators shall have no jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the parties. The arbitrators shall have the authority to determine the enforceability of this class and collective action and arbitration waiver.
Governing Law and Jurisdiction
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
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EVOLVE BANK & TRUST CUSTOMER ACCOUNT TERMS
This document, as amended or supplemented by the attached disclosures, (collectively, the “Account Terms”) contains the general terms, conditions and disclosures for the Evolve Bank & Trust transaction account (the “Account”) and constitutes an agreement between the Bank (as defined below) and you. For purpose of these Account Terms, the term “Account” may also collectively include Sub-Deposit Accounts.
References to the “Bank,” “we,” “us,” or “our” means Evolve Bank & Trust and any of its affiliates. References to “you” and “your” means you and any person that holds, whether individually, jointly or on behalf of another person, the Account. The Account Terms may be supplemented or amended as set forth in Section V(E) (Miscellaneous Terms). Bank services and access and use of your Account may be provided to you through the website and/or mobile phone application of our service provider (the “Service Provider,” and its website and mobile phone application, the “Service Provider Platform”). The Service Provider may offer you additional services through its Service Provider Platform, pursuant and subject to the terms and conditions between you and the Service Provider (the “Services” and such terms and conditions, the “Service Provider Terms”). Please see Section II(D) (The Account) for additional information.
By opening or continuing to maintain an Account with us, you agree to be bound by these Account Terms, and all applicable agreements, disclosures, and other documents, as well as by all applicable federal or state laws, statutes and regulations. Please keep a copy of these Account Terms.
We may decline to open an Account for any reason, or for no reason. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.
THESE ACCOUNT TERMS IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION IV (ARBITRATION AND WAIVERS).
II. The Account.
A. Availability. The Account is available to United States citizens or lawful permanent residents with a U.S. physical address or with military addresses (APO or FPO) who are at least 18 years old with a valid Social Security Number. To open an Account, you must provide any information we may request from time to time. Each owner of an Account shall have a continuing obligation to provide any other documentation we may request from time to time, including any information required under our customer identification program to establish your identity.
The Account is only available for personal, family or household purposes and not for business purposes. You are not entitled to open an Account under these Account Terms if you are a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization or sole proprietorship. We reserve the right to close your Account if we determine that it is used for any impermissible purpose, as we may determine from time to time.
You must also agree to go paperless. This means that: (1) you must keep us supplied with your valid email address and telephone number; and (2) you must agree to accept electronic delivery of all communications that we need or decide to send you. Please see the Evolve Bank & Trust Electronic Communication Consent for additional details. [https://cypherd.io/legal]
B. Account Type and Ownership. The Account is a transaction account that pays a variable rate of interest and allows you to make certain payments and transfers to third parties. The Account may not be opened as a joint account. You cannot give a security interest or pledge your Account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else. Unless we agree in a separate writing otherwise a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised.
C. Opening an Account. To open an Account, you must submit to us an application and all information that we may require. To help the government fight the funding of terrorism and money laundering activities, Federal law requires us to obtain, verify and record information that identifies each person who opens an Account. This means that when you open an Account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see other identifying documents, such as a driver’s license. If, for any reason, you are unable to provide the information necessary to verify your identity, the Account may be blocked or closed, which may result in additional fees assessed to the Account.
By opening an Account, you agree that we can gather your personal information from one or more consumer reporting agencies, governmental entities and/or other third parties. You also agree that we have the right to access follow-up consumer reports while your Account is open for maintenance, review or collection purposes.
Your Account will not be considered "opened" until it is funded. This means your balance must be at least a penny. Once your account is considered “opened,” there is no minimum balance required and no maximum balance limit. However, we may, at our sole discretion and at any time, require a minimum balance and set a maximum balance limit.
D. Service Providers. You understand that we have engaged Service Providers to perform a number of services for you under these Account Terms, including, but not limited to, identity verification, compliance monitoring, risk mitigation, managing your transfer instructions and other related services. Service Providers, along with their partners and agents, are the servicer of your Account. In that capacity, Service Provider may act on our behalf, perform our obligations or enforce our rights under these Account Terms. A Service Provider may also offer Services in connection with your Account to allow you to provide us with payment instructions and to view certain Account information using the Service Provider Platform. You understand that any payment instruction or activity performed using the Services shall be deemed authorized and valid and Bank is under no obligation to investigate the instruction or activity.
To the fullest extent permitted by law, we will not have any liability in connection with the Services and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and lack of viruses related to the Services. In no event shall we be liable for: (1) damages caused other than by our own gross negligence or intentional misconduct; or (2) indirect, special, incidental, consequential or punitive damages whatsoever (including, but not limited to, damages for lost profits, disclosure of confidential information, or loss of privacy) arising out of or in any way related to the use of or inability to use the Services, even if we have been advised of the possibility of such damages.
III. Using Your Account and Account Disclosures.
A. Debit Card. In connection with your Account, we may (but are not obligated to) issue you a debit card (the “Card”) that will automatically link to the Account. If a Card is made available to you, it is subject to a debit card agreement by and between you and us. The Card may be used to initiate withdrawals at ATMs and points of sale and may be used to purchase goods and services. By using your Card, you authorize us and/or our agents to debit your Account. We reserve the right to refuse to make any transfer for security, credit, legal/regulatory, or other reasons, as we determine in our sole discretion. You are responsible for all transactions you authorize using the Card, including any losses, charges, or penalties incurred as a result. You may be charged for your use of the Card at ATMs. The Card is the property of the Bank, and if your Account is closed or your Card privileges are cancelled, you agree to stop using the Card and destroy it.
B. Linking Accounts. You may link your bank account at another financial institution (“Linked Account”) to your Account in order to transfer funds between your Linked Account and your Account. You represent and warrant: (1) that you have the right to authorize any and all charges and debits to the Linked Account; (2) the Linked Account is held at a depository institution located in the U.S.; and (3) you are individually or jointly the owner of the Linked Account. You will indemnify and hold us harmless from any claims by any person related to the Linked Account, including any other owner of the Linked Account. You are not permitted to link your Account with a credit, debit, gift, or other type of card issued by a third party or another bank. You may deposit funds into or withdraw funds from your Account by using the Service Provider Platform to initiate an Automated Clearing House transfer (“ACH Transfer”) to or from the Linked Account. We do not accept requests made otherwise to initiate ACH Transfers. Requests for ACH Transfers to debit the Linked Account that are made before 4:00 PM MT on a business day, shall be considered received on the business day the request is made. Requests for ACH Transfers to debit the Linked Account that are made after 4:00 PM MT on a business day or on a non-business day, shall be considered received the next business day.
C. ACH Transfer Initiated by an External Bank or Through a Third Party. You may deposit funds into or withdraw funds from your Account by having an external bank (directly or through a third party) initiate an ACH Transfer to or from your Account at the Bank. The external account that you are depositing funds into or withdrawing funds from must be at an external bank located in the U.S.
D. Internal Transfer Between Accounts at the Bank. We may (but are not obligated to) permit you to initiate a transfer of funds between your accounts at the Bank through a Service Provider Platform. We do not accept requests made otherwise to initiate internal transfers.
E. Deposits. When you make a deposit, we will act only as your collection agent and will not be responsible beyond the exercise of good faith and ordinary care. All deposits are provisionally credited subject to our receipt of final payment. If a deposit or transfer of funds into your Account is returned or rejected by the paying financial institution for any reason, you agree that we may deduct the amount of the deposit or transfer against your Account, without prior written notice to you.
- You may make a deposit into your Account by ACH Transfers or any other method we make available to you. You may also arrange for recurring deposits, such as direct deposits, to be made electronically to your Account.
- Foreign Currency and Cash Deposits. We do not accept any deposits denominated in any foreign currency. We do not accept any deposits in cash, whether in U.S. dollars or any foreign currency. All deposits are considered to be non-cash deposits.
- If we permit you to deposit a check into your Account, you agree not to deposit a check drawn on the same Account into which the check is being deposited. If available, you also agree not to deposit by ATM, mobile banking check deposit, or by mail any item that is drawn on a foreign bank or that is not denominated in US dollars. We may refuse a deposit, limit the amount of a deposit or return all or a portion of a deposit. We are not responsible for any deposit you mail to us that we do not receive. We will forward any items you deposit for collection to the bank on which the items are drawn. We may give you provisional credit for any item you deposit, which we may revoke at any time if we do not receive final payment for that item. All deposits to your Accounts, regardless of how made, are subject to verification, final payment, and our Deposit Availability Disclosure.
F. You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.
- Except as provided below, you may make withdrawals from your Account up to the available balance in your Account by any means that we make available to you. We may refuse a withdrawal request exceeding the available funds in your Account even if you make a deposit later in the business day after we refuse your withdrawal request. If your available balance is not enough to pay a transaction you make, we may assess an insufficient or unavailable funds fee, regardless of whether we pay the transaction. We may allow withdrawals at any time, but reserve the right to require seven (7) days written notice of intention to withdraw funds from your Account if your Account is a negotiable order of withdrawal (NOW) account.
- You are not permitted to make withdrawals from your Account by creating a check drawn on your Account. If you attempt to make any transactions with your Account using a credit, debit, gift or other type of card issued by a third party or another bank or by creating a check drawn on your Account, we will reject and/or return the transaction without notice to you and may consider such action to be a violation by you of these Account Terms.
- Before allowing a transaction, we may request you to provide us with identification, authorization, documentation or other information that we deem necessary. We may refuse a withdrawal if you fail to comply with our request. We may tell you in advance when we are going to refuse a withdrawal request but will not be required to do so.
H. Payment Instructions.
- You agree that any payment instructions received by us (such as requests to withdraw or transfer funds from your Account) through the Service Provider Platform or in connection with your username, passphrase, PIN or mobile device used to access the Service Provider Platform (collectively “Credentials”) will be deemed to be authorized by you. The use of any of your Credentials by another person will be as effective as your use of the Credentials, regardless of whether the person affixing the Credential was authorized by you and regardless of the means by which the Credential was affixed. For example, if you provide your username and password used to access the Service Provider Platform to another person and that person uses that information to withdraw funds from your Account, we will deem the withdrawal to be authorized by you. Unless prohibited by applicable law, you agree to hold us harmless and indemnify us for any liability incurred for reasonably acting upon such instructions which bear any of your Credentials. You agree to keep confidential and to take all reasonable precautions and make all reasonable efforts to protect the secrecy of all Credentials issued to you, selected by you, or utilized by you. If any of your Credentials become lost or known to another person, you agree to notify us immediately so that a replacement may be issued. If you believe your Credentials are no longer secure or confidential, or that someone has used your Credentials without your permission, please contact us immediately by calling +1 (888) 610-2324 or notifying us through the Service Provider Platform.
- We may refuse to follow any of your payment instructions if we think they are illegal or potentially harmful to us. If we follow your payment instructions, we may require other security measures to protect us from any losses we may suffer. To the greatest extent permitted by law. you agree to pay us back for any damages or losses (including, but not limited to, the reasonable costs of an attorney) that we suffer if we take an action based on your (or what appears to be your) oral, written or electronic instructions.
I. Posting Order of Credits and Debits.
- Posting Orders. This section summarizes how we generally post some common transactions to your Account. Posting transactions to your Account impact your Account balance. Posting a credit increases your balance, while posting a debit or hold reduces your balance. Credits include deposits and credits we make. Holds include deposit holds, Card authorizations and holds related to withdrawals and EFTs (as defined below). Debits include withdrawals, transfers, payments, Card transactions and fees.
We use automated systems to process transactions and then to post transactions to your Account. When we process multiple transactions for your Account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, pay, decline or return credits, debits and holds in any order at our option.
We generally post common transaction as follows. We group the different types of transactions into categories. We use several different categories for holds, credits, and debits. Most categories include more than one transaction type. After the end of the business day, our automated systems assign each transaction received for that day to a category. We generally post all transactions within a category, using the posting order or orders that apply to that category, before we post any transactions assigned to the next category.
First, we start with the balance in your Account at the beginning of the business day, subtract holds from your balance, and make any adjustments from prior days. Next, we generally add available deposits and credits to your balance and then subtract debits from your balance based on the debit category. We subtract debits in a category from your balance in order from the highest to lowest dollar amount, unless specified otherwise herein. The first category of debits to be applied against your balance are certain Card and ATM transactions (e.g., Card transactions and ATM withdrawals and transfers). The debits within this category are subtracted from your balance in date and time order our systems receive date and time information. If we make checks available to you, this category is applied next against your balance. Check posting will be in sequential order based on the check number, and for any check for which the number cannot be read, from highest to lowest amount following the posting of number legible checks. We then subtract from your balance any other types of electronic debits in order from the highest to lowest dollar amount. These debits include ACH Transfers. Finally, we subtract from your balance most fees (such as monthly maintenance fees, overdraft fees, returned item fees, and ATM fees) in order from highest to lowest dollar amount. Some fees may show as “processing” until the next day.
- Changing Posting Orders. You agree that we may determine in our discretion the orders in which we post transactions to your Account. You agree that we may determine in our discretion the categories, the transactions within a category, the order among categories and the posting orders within a category. We sometimes add or delete categories, change posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you.
- Posting Orders Determined at End of Day. We receive credits, debits and holds throughout the day. Regardless of when during the day we receive transactions for your Account, you agree that we may treat them as if we received all transactions at the same time at the end of the business day. During the day, we show some transactions as processing. Please note that transactions shown as processing have not been posted yet. The posting order for these transactions is determined at the end of the day, with the other transactions we receive for that day and based on the category. We do not always receive debits on the same day that you conduct them. We generally post credits and debits to your Account, and report them on your statement, in a different order than the order in which you conduct them or we receive them.
- Overdraft Fees. We generally determine at the time we post a debit to your Account whether it creates an overdraft and whether an overdraft or returned item fee applies. You should note that sometimes we authorize a transaction at a time when you have enough available funds to cover it, but because other transactions post before it and reduce your balance, the transaction creates an overdraft when we post it to your Account. You can avoid fees for overdrafts and returned items by making sure that your Account always contains enough available funds to cover all of your transactions. When your Account balance includes some funds that are subject to a hold, dispute or legal process, you should note that those funds are not available to cover your transactions. Our posting orders can impact the number of overdraft fees we charge you when you do not have enough available funds to cover all of your transactions. When several debits arrive the same business day for payment from your Account and you do not have enough available funds in your Account to cover all of the debits we receive for that day, you understand that some posting orders can result in more overdrafts, and more fees for overdraft items and returned items, than if we had used other posting orders. You agree that we may in our discretion choose our posting orders, and also change them from time to time, regardless of whether additional fees may result. When your Account balance includes some funds that are not available at the time that we post a debit, and you do not have enough available funds in your Account to cover the debit, the debit results in an overdraft and we generally charge you an overdraft fee or returned item fee for the debit. We do not show holds or distinguish between available and unavailable funds in your Account balance on your statement.
- Certain Transactions Made After Business Day Ends. During processing, we generally include in your Account balance some transactions that you make after the business day cut-off, but before the end of the calendar day. Deposits are made available based on Section VIII (Deposit Availability Disclosure). We generally subtract from your Account balance the following debits, when the transaction occurs after the cutoff time for the business day, but during the same calendar day: cash withdrawals made at an ATMs and any credit-push ACH Transfers of EFTs.
J. Insurance Coverage. The Federal Deposit Insurance Corporation (“FDIC”) insures deposits according to the ownership category in which the funds are insured. Not all accounts may be insured. Unless otherwise stated by us or the FDIC, the Account is insured by the FDIC up to the standard maximum deposit insurance amount per depositor, per FDIC-insured bank, and per ownership category (the “Standard Insurance Amount” or “SIA”). For purposes of determining the SIA applicable to your Account, you need to consider all accounts that you also hold at the Bank. To determine SIA applicable to your Account with us and for any other FDIC insurance requirements that may apply, please visit the FDIC’s website at www.fdic.gov/deposit/deposits or call the FDIC directly at 1-877- ASKFDIC (1-877-275-3342). You can also use the FDIC’s Electronic Deposit Insurance Estimator (EDIE) at www.fdic.gov/edie. Please see subsection L below for additional information regarding FDIC insurance coverage for Sub-Deposit Accounts.
K. Court Processes and Claims Against your Account. If we receive a levy, attachment, or other legal process against you or any party to your Account, we may refuse to permit withdrawals or transfers from your Account until the legal process is dismissed or satisfied. Any levy, attachment, or other legal process will be subject to our right of set-off and security interest. You are responsible for any losses, costs, or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim against the funds in your Account, or if we know of or believe that there‘s a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we‘re satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder(s); (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.
L. Statements. We will deliver or make available to your periodic statements for your Account at least four (4) times a year, unless your Account is determined to be inactive. The Account statement will describe payments or transfers made in connection with your Account. You agree to notify us promptly if you do not receive your statement by the date you normally would expect to receive it. Your periodic statement may be accompanied by items or a facsimile of those items listed on the statement, unless the item or an image of the item is unavailable for any reason. You agree that the statement and items all have been delivered or made available to you in a reasonable manner. We will not be responsible for any indirect, special or consequential damages under any circumstances for our inability to provide copies of an item. Our liability, if any, will not exceed the face amount of an item in question.
Our records regarding your Account will be deemed correct unless you timely establish with us that we made an error. You are obligated to examine your Account statement promptly and carefully to determine if there were any errors, unauthorized transactions or any other improper or disputed transactions on your Account (collectively referred to as “Exceptions”). You must notify us within thirty (30) days after we have sent or made your Account statement available to you of any Exception on your Account. You must notify us within six (6) months after we have sent or made your Account statement available to you if you identify any unauthorized, missing or altered endorsements on your items.
Electronic fund transfers are subject to different time periods for notification of errors. Please refer to Section VII (Electronic Fund Transfer Disclosure) for information regarding erroneous electronic fund transfers. If you fail to notify us of an Exception within the time frames specified herein, your Account statement will be considered correct. We will not be liable for the Exceptions in this Account statement. Except as provided by applicable law, you also agree that we will not be required to reimburse you for any Exceptions caused by your own negligence. If you timely report an Exception, we will investigate the Exception. After you submit a claim under this subsection, we may require you to: (1) complete and return a form detailing the Exception; (2) provide us with any and all requested documents we may require; (3) notify law enforcement; and (4) cooperate fully with us in our investigation. We may reverse any credit we make available to your Account resulting from the Exception claim if you fail to cooperate with us in our investigation or recovery efforts, or if we determine the transaction was authorized. You agree to repay us promptly any amount credited to your Account in error, and you authorize us to debit your Account to obtain payment of any erroneous credit. Different rules may apply to electronic fund transfers. For specific information on unauthorized electronic fund transfers, please refer to Section VII (Electronic Fund Transfer Disclosure).
M. Sub-Deposit Accounts. We will, from time to time, place your funds provided to us in a deposit account or omnibus custody account (“Sub-Deposit Account”) with other depository institutions (each an “Insured Depository Institution”). You will not be charged a fee for our placement of your funds or in connection with the Sub-Deposit Account. We also will act as the agent/custodian with respect to your Sub-Deposit Account pursuant to this subsection. You consent to us placing funds with Insured Depository Institutions. If you do not consent to our placement of funds with Insured Depository Institutions, you should not open an Account or deposit funds with us.
The Sub-Deposit Account will be established by an Insured Depository Institution that has entered into agreements with us. Your funds in the Sub-Deposit Account will bear the interest rates and APY you have agreed to with us (if any). All payments with respect to the Sub-Deposit Account by the Insured Depository Institutions will be made to us, and we will credit the funds to your Account.
Your only rights with respect to the Sub-Deposit Account is to demand we repay you all amounts in your Account, including those transferred to the Sub-Deposit Account. The Sub-Deposit Account may not be transferred to another institution, except by us or the Insured Depository Institution. You may terminate our role as your agent/custodian and our ability to deposit funds you provide us in the Sub-Deposit Account. Any termination will result in a return of funds in accordance with law and closing of your Account and any Sub-Deposit Account opened specifically for you.
When we place funds with Insured Depository Institution and act as your agent with respect to the Sub-Deposit Account, we will ensure the records of the Insured Depository Institution are in our name, as agent or custodian. The funds deposited in the Sub-Deposit Account will be FDIC insured to the same extent as if such funds were held in the Account with us. In other words, the depositing of your funds into the Sub-Deposit Account will not otherwise increase your FDIC deposit insurance coverage. You will not receive any written confirmation of the establishment of the Sub-Deposit Account or transfer of funds to the Sub-Deposit Account; instead, we will maintain records clearly indicating the transfer and beneficial ownership of the Sub-Deposit Account. You must immediately report to us any changes in Account ownership information that you originally provided to us in connection with the submission of your application for an Account.
Our placing of funds may reflect considerations of federal and state law, our funding needs and funding needs of Insured Depository Institutions, general economic conditions or other factors determined by us in our sole discretion. We will not place funds with more than one Insured Depository Institution. We may place funds to enhance our business objectives and for balance sheet management without any benefit to you, including increased FDIC deposit insurance coverage. Further, we may receive greater benefits when we place your funds with an Insured Depository Institution than if we otherwise maintained your funds with us. We are under no obligation to place your funds with an Insured Depository Institution.
A Sub-Deposit Account will be a deposit obligation of the Insured Depository Institution that maintains the Sub-Deposit Account; provided, this does not modify our obligation to repay all amounts you deposited in your Account.
All deposits that are maintained with an Insured Depository Institution in the Sub-Deposit Account are aggregated with deposits maintained in your Account with us for purposes of the SIA. Funds you hold in one or more Accounts with us (including funds we maintain before placement with Insured Depository Institution), funds in the Sub-Deposit Account and any funds resulting from payment of interests on an Sub- Deposit Account will be aggregated for FDIC insurance purposes with all other deposits you hold in deposit accounts with us in the same ownership category and therefore may not be fully insured by the FDIC. For the avoidance of doubt, funds deposited in the Sub-Deposit Account will be treated as funds on deposit in the Account with us for FDIC insurance calculation purposes. As such, your total FDIC deposit insurance coverage for funds you provide us for deposit in your Account will not be increased by nature of any deposit of funds in the Sub-Deposit Account. Please see subjection J above for additional information on determining SIA.
We may provide your name, tax identification number and other pertinent identifying information to Insured Depository Institution, and other parties providing services in connection with the placement of your funds and the establishing and holding the Sub-Deposit Account. You hereby consent to such release of information. Nothing in this section shall be deemed to prevent us from disclosing information to a third party if required by law.
We will act as your agent in connection with the placement of your funds with the Insured Depository Institution and the establishment and maintenance of the Sub-Deposit Account. Although we will act as your limited agent in connection with the placement of your funds, we are not acting as your financial adviser. See subsection A of Section V for additional information. You hereby appoint us to act as your agent for purposes of placing funds with Insured Depository Institutions and establishing and maintaining, on your behalf, the Sub-Deposit Account. You further authorize us to collect for you all interest and other payments related to a Sub- Deposit Account, to place funds with Insured Depository Institution pursuant to the terms set forth herein, and to execute and deliver or file on your behalf all appropriate receipts, agreements, releases and other instruments, including whatever agreements may be required from Insured Depository Institution, for the purpose of establishing your ownership interest in the Sub-Deposit Account and maintaining a Sub- Deposit Account.
Although there are two or more accounts associated with your funds (the account maintained with us, referred to as the Account, and the Sub-Deposit Account), your Account is considered a single account for your deposits and withdrawals, as well as for tax reporting, balance requirement, service charge, monthly statement and FDIC deposit insurance purposes. The existence of the Sub-Deposit Account and any other account maintained by us pursuant to these Account Terms is for internal purposes and will not change the manner in which you use, obtain information about or earn interest (if any) on your Account. These transfers, including the placement transfer, will not appear on your monthly statement.
N. Interest and Interest Rate. If your Account is an interest-bearing account, the following provisions apply. A minimum deposit of $1.00 is required to earn the Annual Percentage Yield (“APY”) disclosed to you from time to time. We only pay interest in whole cents and use standard rounding rules to calculate the amount of interest earned. This means that an amount equal to or greater than one half of one cent accrued during a monthly interest period is rounded up to the next whole cent and an amount less than one half of one cent accrued during a monthly interest period is rounded down to zero. Interest is compounded daily and credited to your Account monthly. Interest is calculated using the daily balance method. This method applies a daily periodic rate to the principal and interest that has accrued in the Account each day. This means that the interest from your Account is calculated every day on a 365-day year (and 366-day for leap year). Interest begins to accrue on the business day that we receive your deposit. If the Account is closed before interest is credited, accrued interest will be paid through the last full day before the day the Account is closed. The rate at which interest may be paid on the principal balance of the Account, and the corresponding APY at which the Account would earn interest each year if all interest paid on the Account remains in the Account, can be found on the Service Provider Platform, which may be modified by from time to time in our sole discretion. We may, at our discretion, at any time, change the interest rate and the APY.
O. Prohibitions. You must not use your Card or Account for any illegal purpose or internet gambling. This prohibition includes any transaction that is illegal in the jurisdiction where you live, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. You are responsible for determining the legality of each of your transactions in all applicable jurisdictions before entering into the transaction. We have no obligation to monitor, review or evaluate the legality of any transaction. Nevertheless, we may deny transactions or authorizations if we believe the transaction is or may be illegal. We reserve the right to refuse or return any item that we believe is related to an illegal transaction, an Internet or online gambling transaction or a high-risk transaction. To the fullest extent permitted by law, you agree to pay for any item or transfer that you authorized, even if the transaction related to that item or transfer is determined to be illegal.
P. Fees. You agree to pay all fees and charges applicable to your Accounts, which will be automatically deducted from your Accounts and may result in your Accounts being overdrawn. The amounts of these fees and charges, the manner in which they are calculated, and the ways to potentially avoid them are listed in our Fee Schedule. Fees and our Fee Schedule are subject to change at any time and without notice to you, unless required by law. Fees set forth in the Fee Schedule are charged by Bank for its services. Service Provider may charge you fees separate and apart from the fees set forth in the Fee Schedule for its Services, pursuant to the Service Provider Terms. Bank is not responsible for any fees charged by Service Provider for its Services.
Q. Power of Attorney/Agents. Subject to applicable law, you may not give another person (called an “attorney in fact”) authority to act on your behalf, unless permitted by us. Unless we agree to in writing, we are not required to honor orders and instructions concerning your Account by an attorney in fact for any Account Owner, or by a personal representative, guardian, conservator, or custodian of an account owner. If we approve your appointment of an attorney in fact, we have no duty to monitor or ensure that the acts of your attorney in fact are for your use or benefit or are otherwise permissible under applicable law. We will not be liable if your attorney in fact exceeds his or her powers or does not comply with your instructions or applicable law. We may terminate acceptance of a power of attorney at any time and for any reason and without notice to you. You agree to hold us harmless from and against any actions we take based upon the instructions of your attorney in fact or that your attorney in fact takes regarding your Account, unless or until we receive and have had a reasonable opportunity to act on written notice that you have died or that the power of attorney has been revoked.
R. Death, Incapacity or Termination. You agree to notify us immediately if an Account owner on your Account dies or is declared legally incompetent. In the case of an individual Account, if we have reason to believe the Account owner has died or has been declared legally incompetent, we may place a hold on the Account to retain funds and refuse to accept deposits or to permit withdrawals until we know and have verified the identity of the successor. We will require proof of death or adjudication of incompetence. If you die while residing outside the United States, we may require a personal representative to be appointed by a court in a United States jurisdiction. Until we receive notice and any required proof of death or incompetence, we may act as if all owners are alive and competent. In the event we receive written notice from a personal representative, executor, administrator, conservator or guardian purporting to represent you or your estate, we shall be entitled to rely on all information supplied and representations made in such written notice to the full extent permitted by applicable law. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice. If we have any tax liability because of paying your balance to your estate, the estate will be responsible for repaying us the amount of that tax. If you owe us a debt at the time of your death, we are authorized to exercise our right of setoff (our right to apply funds in one account to the debt associated with another account) or security interest rights against the funds credited to your balance after your death.
S. Monitoring and Closing Your Account. Subject to the terms herein, you can close your Account at any time and for any reason by contacting us or terminating the Account through the Service Provider Platform, if applicable. We reserve the right to refuse your request to close your Account if your Account is not in good standing or if you have a negative balance on your Account. If you intend to close your Account, you should notify us. Simply reducing your Account balance to $0.00 is insufficient notice. If you close your Account you are responsible for transactions you initiated or authorized, including those that we receive after the Account is closed. Withdrawals from your Account may be restricted prior to Account closing.
We reserve the right to monitor all Account activity for inappropriate use. We can close your Account at any time, for any reason, without advance notice. If we close your Account, we will notify you by mail, electronically or by telephone that we have closed your Account unless your Account has had a zero balance for thirty (30) days or more. If we close your Account, all collected funds (less any amounts due to us or for debits in process) will be transferred to your Linked Account. Alternatively, we may, at our discretion, mail you a check for the available balance in your Account. Written notice that the Account has been closed and a check, if any, will be sent to any address shown on our records for you, or if the Account is a jointly owned, to any account owner to whom we elect to send it. Once we have closed your Account, you agree that we can assess any service charge otherwise applicable against any remaining balance in your Account. We are not responsible to you for any damages you may suffer as a result of your Account being closed. If you attempt to make a deposit to an Account we closed, we may collect the deposit and set-off your indebtedness to us. Any funds in excess of $1.00 will be returned to you.
State laws (called "escheat" or unclaimed property laws) require us to close your Account and transfer your money to the state if your Account is dormant for a period of time as defined by your state of residence. Your Account can become dormant if, for 24 months, there is no transactional activity. If your Account becomes dormant, you may no longer receive statements, but you can still view your accounts online.
State abandoned property law establishes guidelines under which unclaimed property must be surrendered to the applicable state. Generally, the funds in your Account are considered unclaimed if you have not had any activity or communication with us regarding your Account over a period of years, defined by your state of residence. All products offered by us are subject to abandoned property laws. If your funds are surrendered to the state, you may be able to reclaim them, but your claim may need to be presented to the state. You can avoid the transfer of your money to the state simply by signing into your Account, transacting periodically, or contacting us, or replying to any abandoned property correspondence.
IV. Arbitration and Waivers.
THIS ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL IMPACT ON HOW LEGAL DISPUTES BETWEEN YOU AND US ARE RESOLVED. PLEASE READ THIS SECTION IV (ARBITRATION AND WAIVERS) CAREFULLY. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS SET FORTH BELOW. If you do not opt out, for a dispute subject to arbitration, 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.
A. Definitions. If you have a dispute with us or our Service Provider, and we are not able to resolve the dispute informally, you and we agree that upon demand by either you or us, the dispute will be resolved through the arbitration process as set forth in this section. A “claim” or “dispute,” as used in this Section IV (Arbitration and Waivers), is any unresolved disagreement between you, us and/or our Service Provider, arising from or relating in any way to the Account or these Account Terms. The terms “claim” and “dispute” are to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any disagreement relating in any way to services offered in connection with an Account or any other services offered pursuant to these Account Terms; to your use of any of our banking products or services; to any means you may use to access your Account(s); to any advertisements, promotions or oral or written statements related to the Account; to the benefits and services related to an Account; or your approval, establishment or enrollment for an Account. Claims also include disagreements about the meaning, application or enforceability of this arbitration agreement. As solely used in this Section IV (Arbitration and Waivers), “we” or “us” shall include the Bank, its affiliates and their successors, employees, directors, officers and agents, and the terms “you” or “yours” shall mean each Account owner and all persons or entities approved to have, approved to use and/or given access to an Account. The term “Account,” for purposes of arbitration, includes any updated or substitute Account for you.
B. Binding Arbitration and Appeals. Arbitration applies whenever there is a claim between you and us. If a third party is also involved in a claim between you and us, then the claim will be decided with respect to the third party in arbitration as well, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party. Claims are subject to arbitration, regardless of on what theory they are based, whether they seek legal or equitable remedies, or whether they are common law or statutory (Federal or state) claims. Except for small claims addressed in subsection D (Excluded Claims) below, arbitration applies to any and all such claims or disputes, whether they arose in the past, may currently exist, or may arise in the future.
Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. However, if the amount of the claim exceeds $25,000 or involves a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $25,000, any party can, within thirty (30) days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the forum. The panel shall reconsider anew all factual and legal issues, following the same rules of procedure and decide by majority vote. Reference in this Section IV (Arbitration and Waivers) to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken.
C. Opting Out. If you do not want this arbitration provision to apply to your Account, you may opt out by sending us written notice of your decision within ten (10) days of the opening of your Account. Such notice must clearly state that you wish to cancel or opt out of the arbitration provision of these Account Terms. It should include your name, address, Account name, Account number, and your signature and must be mailed to: 2955 Campus Drive #110, San Mateo, CA 94403.
D. Excluded Claims. You and we retain the right to pursue in small claims court (or an equivalent state court) any dispute that is within that court’s jurisdiction, so long as the disputes remain in such court and advance only an individual claim for relief. If either you or we fail to submit to binding arbitration of an arbitrable dispute following lawful demand, the party so failing shall bear all costs and expenses incurred by the other in compelling arbitration.
E. Initiation of Arbitration. Any claim must be resolved, upon the election by you or us, by arbitration pursuant to this Section IV (Arbitration and Waivers) 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 shall 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 have the right within ten (10) 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: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
In the event that JAMS or the AAA is unable to handle the dispute for any reason, then the matter shall be arbitrated instead by a neutral arbitrator selected by agreement of the parties pursuant to the AAA rules of procedure; or, if the parties cannot agree, selected by a court in accordance with the Federal Arbitration Act (Title 9 of the United States Code) (“FAA”). To the extent that there is any variance between the selected forum’s rules and this Section IV (Arbitration and Waivers), this Section IV (Arbitration and Waivers) shall control.
If you initiate the arbitration, you must notify us in writing at: 2955 Campus Drive #110, San Mateo, CA 94403. If we initiate the arbitration, we will notify you in writing at your last known address in our file.
F. Class Action and Jury Waiver. NEITHER YOU NOR WE SHALL 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 SHALL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT, SUBJECT TO SUBSECTION D (EXCLUDED CLAIMS), 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.
G. Location of Arbitration and Cost. The arbitration shall take place in the Federal judicial district in which you reside, unless the parties agree to a different location in writing. The party initiating the arbitration (or appeal of the first arbitration award) shall pay the initial filing fee. If you file the arbitration and an award is rendered in your favor, we will reimburse you for your filing fee. If there is a hearing, we will pay the fees and costs for the first day of that hearing. All other fees and costs will be allocated in accordance with the rules of the arbitration forum. However, we will advance or reimburse filing and other fees if the arbitrator rules that you cannot afford to pay them or finds other good cause for requiring us to do so, or if you ask us in writing and we determine in good faith there is a justifiable reason for doing so. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but the arbitrator will have the authority to award attorneys and expert witness fees and costs to the extent permitted by these Account Terms, the forum’s rules, or applicable law.
H. Governing Law. You and we agree that in our relationship arising from these Account Terms: (1) the parties are participating in transactions involving interstate commerce; (2) the arbitrator shall decide any dispute regarding the enforceability of this arbitration agreement; and (3) this arbitration agreement and any resulting arbitration are governed by the provisions of the FAA, and, to the extent any provision of that act is inapplicable, the laws of the State of Tennessee. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.
I. Continuation and Severability. This Section IV (Arbitration and Waivers) shall survive termination of your Account, these Account Terms and any bankruptcy by you or us. If any portion of this Section IV (Arbitration and Waivers) is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Section IV (Arbitration and Waivers), these Account Terms or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
V. Miscellaneous Terms.
A. Ordinary Care; No Fiduciary Obligation. You agree that any act or omission made by us in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in the State of Tennessee, or any rule or regulation of the State of Tennessee or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. Unless otherwise specified, we do not assume any fiduciary obligation on your behalf. This means that we do not act as your trustee or financial advisor, and we don't assume any responsibility for your account beyond reasonable care.
B. Governing Law, Forum and Time Limits.
- All Accounts are opened at the Tennessee branch office of the Bank. All actions relating to your Account, including these Account Terms, will be governed by the laws and regulations of the United States and the State of Tennessee (to the extent that laws of the State of Tennessee are not preempted by Federal law). Federal and the laws of the State of Tennessee shall be applied without giving effect to principles of conflicts of law.
- To the extent any dispute arising under these Account Terms or relating in any way to your Account or your relationship with us is not arbitrated, you consent to the jurisdiction of, and agree that such dispute will be resolved by the Federal or state court located in Shelby County, Tennessee.
- You must file any lawsuit or arbitration against us within two (2) years after the claim arises, unless Federal law or the laws of the State of Tennessee or an applicable agreement provides for a shorter time. This limit is in addition to limits on notice as a condition to making a claim. If Tennessee law does not permit contractual shortening of the time during which a lawsuit must be filed to a period as short as two (2) years, you agree to the shortest permitted time under Tennessee law. Any action against us must be brought within the period that the applicable law requires us to preserve records, unless applicable law or this agreement provides a shorter limitation period.
C. Reporting Information. We may report information about your Account to consumer reporting agencies, governmental agencies, and/or third-party data services. Defaults on your Account may be reflected in your consumer report.
D. Compliance with Law. You agree to comply with applicable law and to not use your Account for illegal transactions or activities.
E. Changes in Terms. We may change these Account Terms, or any fees and features of your Account, at any time. We will give you advance notice of any change required by law in accordance with such law. We may provide this notice to you on or with your statement, by mailing the notice to you directly or by posting the notice on the Service Provider Platform. We may change or terminate these Account Terms without notice to comply with any appropriate Federal or state law or regulation.
F. Security Interest. You grant us a security interest in your Account to secure payment of any money that you owe to us arising under these Account Terms or any other agreements with us. You acknowledge and grant us the right to use any of the funds in your Account to cover any money you owe to us (a “right of set-off”). You agree that the security interests you have granted to us are consensual and in addition to any rights of set-off. We may exercise our security interest or right of set-off without prior recourse to other sources of repayment or collateral, if any, and even if such action causes you to lose interest, incur any penalty or suffer any other consequence. If we exercise our security interest or right to set-off, we will notify you to the extent required by applicable law. If the law imposes conditions or limits on our ability to take or set off funds in your Account, to the extent that you may do so by contract, you waive those conditions and limits, and you authorize us to apply funds as we deem applicable. We may also exercise these rights against any Account beneficiary. These rights exist no matter who contributed the funds to the Account. We will consider these Account Terms as your consent for us asserting our security interest or exercising our right of set-off should any laws governing your Account require your consent.
G. No Waiver of Rights. If we fail to exercise or waive a right with respect to your Account on one or more occasions, it does not mean we have waived, or are obligated to waive, the same right on any other occasion. We may release any other person obligated under these Account Terms without affecting your responsibilities under these Account Terms. In any event, no such waiver or delay by us is effective unless it is in writing and approved by us.
H. Assignment. Your Account is not transferable and is not assignable as collateral for a loan or for any other purpose.
I. Other Services and Conflicts. If we make available to you any of our other banking services offered in connection with your Account (e.g., wire or check services), we may provide certain terms and conditions of the additional service to you in a separate agreement or disclosure. If a service we offer has a separate agreement, and there is a conflict between the terms of these Account Terms and the separate agreement, the separate agreement shall control.
K. Severability. In the event that any court or tribunal of competent jurisdiction determines that any provision of these Account Terms is illegal, invalid, or unenforceable, the remainder of these Account Terms shall not be affected thereby. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders unenforceable any provision hereof, and to the extent that such waiver is not permitted by applicable law, the parties intend that such provision be interpreted as modified to the minimum extent necessary to render such provision enforceable.
L. Limitation of Liability, Disclaimer of Warranty, Indemnification and Reimbursements.
- Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THESE ACCOUNT TERMS IF SUCH FAILURE OR DELAY IS CAUSED BY YOUR NEGLIGENCE, ACTS OR OMISSIONS OF THIRD PARTIES, INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BANK, PROVIDED THE BANK EXERCISED SUCH DILIGENCE AS THE CIRCUMSTANCES REQUIRE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE BANK SHALL BE EXCUSED FROM SUCH FAILURE TO ACT OR DELAY AS LONG AS SUCH CIRCUMSTANCES PREVAIL, AND THE BANK CONTINUES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO RECOMMENCE PERFORMANCE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
- To the fullest extent permitted by law, we are not liable for any Services or the Service Provider Platform and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and lack of viruses related to the Services or the Service Provider Platform.
- Indemnification. You agree to indemnify and hold us harmless from any losses, damages, suits and expenses, including reasonable attorneys’ fees, which we may incur as a result of: (i) taking any action or not taking any action that we are entitled to take pursuant to these Account Terms; (ii) any action or omission by you; or (iii) relying upon instructions or information from you.
This subsection does not, in any case, reduce our liability to you as described in Section VII (Electronic Fund Transfer Disclosure).
- Disclaimer. ALL ACCOUNT FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Reimbursement for Losses. If we take any action to collect debt incurred by you or other amounts you owe us under these Account Terms or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.
M. Liability for Service Interruptions. From time to time, due to maintenance, malfunctions or failures of software, equipment, or telecommunications devices, as well as unusual transaction volume or similar reasons, access to your Account may not be available to you. We minimize the periods of time during which your Account is unavailable. Access to your Account may also be interrupted as a result of things beyond our reasonable control, computer failures, loss of power, failure or interruption of communication or transportation facilities, riots, strikes, or civil unrest. You agree that we shall not be responsible for any loss, damages, costs or expenses that you may suffer or incur, directly or indirectly, as a result of the unavailability of access to your Account, regardless of whether it could be shown that we could have prevented or reduced the duration of such unavailability by taking any action within our reasonable control. We shall also not be responsible for any loss, damages, costs or expenses which you may suffer or incur, directly or indirectly, as a result of your inability to access your Account caused directly or indirectly, in whole or in part, by your computer or mobile device, your inability to establish a connection to or to access the Internet, or other limitations or constraints of the Internet. The provisions set forth in this section shall apply in addition to any other provisions in these Account Terms but as applied to service interruptions for access to your Account, this section shall control.
N. Section Headings and Successors. The headings in these Account Terms are only for convenience and do not in any way limit or define your or our rights or obligations under these Account Terms. These Account Terms will be binding on your personal representatives, executors, administrators, and successors.
O. Change of Address or any Application Information. You must notify us through the Service Provider Platform of any change of address, email address or phone number or any material change to information you provided us in your application to open an Account. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address.
P. Communications. You acknowledge that data, including emails, may be accessed by unauthorized third parties when communicated between you and the Bank, using the Internet, telephone, or other electronic devices. We are not responsible for any misdirected data or disclosures that occur as a result of your use of third-party electronic communication channels.
Q. Calls and Messages. You agree that we or our agents or service providers may contact you regarding any matter for any non- telemarketing reason using any kind of telecommunications technology at any email and telephone number you provide to us, including the phone number for your mobile device. You agree to receive these calls and messages, including pre-recorded or auto-dialed calls. You also agree that we may send text messages to any phone number for your mobile device you provide to us. You understand and accept that your service provider may charge you for these calls and messages consistent with applicable law. For quality control purposes and for other reasons, you permit us to record and monitor your telephone conversations and electronic communications with us (including email). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities at the time of the call or communication. To revoke the consent provided pursuant to this subsection, you must send ten (10) days’ prior written notice of such revocation to 2955 Campus Drive #110, San Mateo 94403.
R. Survival. Termination of these Account Terms shall not impact any right or obligation arising prior to termination, and in any event, the parties agree that any right or obligation which, by its nature, should survive termination of these Account Terms will survive any such termination (including, but not limited to Sections IV (Arbitration and Waivers) and V (Miscellaneous Terms) of these Account Terms).
VI. Tax Reporting and Backup Withholding.
Federal law requires us to have a valid Social Security Number or Individual Taxpayer Identification Number for each Account owner so that we can correctly report the interest you have earned to the relevant tax authorities (if your Account is an interest-bearing account). Accordingly, you must certify your Social Security Number or Individual Taxpayer Identification Number as part of opening an Account. If you do not provide us with and certify a valid Social Security Number or Individual Taxpayer Identification Number within the time period specified, we are required to withhold a percentage of the taxable interest that we pay to you. This withholding is commonly referred to as “Backup Withholding.” In some states, we may also be required to withhold taxable interest for state taxes.
VII. Electronic Fund Transfers Disclosure.
We may offer a variety of electronic banking services for your use with your Account. The purpose of this Section VII (Electronic Fund Transfer Disclosure) is to inform you of some of the electronic banking services and also provide you with disclosures applicable to the services. We may also provide separate agreements to you that govern the terms of some services, including a separate agreement for Cards.
A. Supported EFTs. The electronic fund transfers (“EFTs”) that we may support are listed below. EFT available to you will depend on the EFTs supported by the Service Provider Platform and all the below listed EFT services may not be available to you.
- Direct deposits of federal government payroll, disability, veteran's benefits, Social Security, and other federal government payments that you may receive and that may be deposited to your Account and of your paycheck to your Account, provided that your employer offers direct deposit and you complete any forms required by your employer.
- Any deposit or withdrawal to your Account that is handled electronically as an ACH Transfer.
- Card transactions at ATMs to withdraw cash, transfer funds and find out balances.
- Card transactions at participating merchants to purchase goods and services. Some merchants may also allow you to withdraw cash from your Account while making a purchase.
- Deposit cash and checks by using your Card at an ATM.
- Online fund transfers using your Card and the Service Provider Platform, if available.
We do not charge for EFTs, but we may add charges at any time by providing you with prior notice if required by law. An ATM owner may charge you for using the ATM.
B. Transfer Limitations. The transfer limit depends on the EFT type. If a Card is made available to you, it is subject to a purchase and withdrawal limit, as set forth in the debit card agreement governing your Card. The Card may be further limited based on fraud risk and security of the Account. All EFTs are subject to limits. Such EFT limits include limits on ATM withdrawals, cash advances and PIN or signature-based purchases. ACH Transfers to external accounts are also subject to limits on the dollar amount of electronic transfers between your Account and external accounts at other financial institutions, including Linked Accounts. All limits described here are designed to be flexible in order to protect the security and integrity of the service and accounts, including the Account, as well as you and all other users of the service. These limitations may be based on confidential fraud and risk criteria that are essential to our management of risk and the protection of you and the integrity of the service and all Accounts and may be modified at our sole discretion without advance notice.
C. Preauthorized Credits. If you have arranged to have direct deposits to your Account at least once every sixty (60) days from the same person or company (including your employer), you can call us at +1 (888) 610-2324 or access your Account through the Service Provider Platform to find out whether or not the deposit has been made.
D. Periodic Statements. For purposes of this Section, we may send you a monthly Account statement that sets forth all of your EFTs made in the past month, unless there are no EFTs in a particular month. In that case, we will send you a statement at least quarterly, unless your account is considered inactive.
E. Terminal Transfers. If you are able to make transfers to or from your Account using an ATM or point-of-sale terminal, you can get a receipt at the time you make any such transfers.
F. Liability for Failure to Make EFTs. If we do not complete a transfer to or from your Account on time or in the correct Amount according to our agreement with you, we will be liable for damages or losses proximately caused by our failure. All such damages and losses for a failure to make a transfer will have to be actual proven damages. However, there are some exceptions, and we will not be liable for any damages or losses if, for example: (1) there are insufficient funds in your Account to complete the transaction through no fault of ours; (2) the funds in your Account are not yet available for use or withdrawal; (3) the ATM where you are making the transfer does not have enough cash; (4) the ATM, system, equipment or terminal involved in the transfer is not working properly and you know about the improper functioning at the time you started the transaction; (5) the funds in your Account are subject to legal process or other encumbrance restricting the transfer; (6) the circumstances preventing the transfer or the failure of the transfer is beyond our control (e.g., power outage, an Act of God, fire, natural disaster) even after we have taken reasonable precautions; (7) the Account is inactive or dormant; or (8) your Card has been revoked due to inactivity or at our discretion. There may be additional exceptions stated in our agreement with you or permitted by law.
G. Liability for Unauthorized Transfers.
Tell us AT ONCE if you believe your Card (if one is made available to you) or Credentials have been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using information from your Account. You could lose all the money in your Account. If you tell us within two (2) business days after you learn of the loss or theft of your Card or Credentials, you can lose no more than $50 if someone used your Card or Credentials without your permission. If you do NOT tell us within two (2) business days after you learn of the loss or theft of your Card or Credentials, and we can prove we could have stopped someone from using your Card or Credentials without your permission if you had told us, you could lose as much as $500.
Also, if your statement shows transfers that you did not make, tell us at once. If you do not tell us within sixty (60) days after the statement was mailed to you or first became available via electronic means, you may not get back any money you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the money if you had told us in time. We can extend these time periods if extenuating circumstances (such as a long trip or hospital stay) kept you from notifying us.
H. Business Days. Our business days are (Monday through Friday) (Monday through Saturday) (any day including Saturdays and Sundays). Holidays are (not) included.
I. Confidentiality. We will disclose information to third parties about your Account or the transfers you make: (1) where it is necessary for completing transfers; (2) in order to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant; (3) in order to comply with government agency or court orders; or (iv) if you give us your written permission.
J. Preauthorized Payments.
- Stop Payment Procedure. You may not stop payment of an electronic transfer that is not recurring once you have initiated the transaction. If you informed us, in advance, to make automatic recurring transfers out of your Account, you can stop any of these transfers by calling us at  or sending us an electronic communication through the Service Provider Platform. We must receive your stop payment request at least three (3) business days before the transfer is scheduled to be made. When you make the request, you must tell us your name, the Account to which the transfer is scheduled to be made, specify the exact amount of the transfer you want stopped, and the date the transfer is scheduled to be made. If you call us, we may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you do not, then your verbal request will expire after fourteen (14) days. We will charge you [VARIABLE AMOUNT] for each stop-payment order you give.
- Notice of Varying Amounts. If these regular payments may vary in amount, the person you are paying must tell you ten (10) days before each payment when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.
- Liability for Failure to Stop Payment of Preauthorized Transfer. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. We will not be responsible if our computer system does not act on your order because you did not give us precise and correct information. Our liability for losses or damages may be limited to actual damages that you have sustained if the failure to stop payment was due to a bona fide error.
K. Error Resolution. In Case of Errors or Questions About Your Electronic Transfers Telephone us at  Write us at [5th Floor, 3120 139th Avenue Southeast, Bellevue, WA 98005 10003 | 206 693-0171] [or email us at firstname.lastname@example.org] as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
You must provide us with the following information: (1) tell us your name and account number (if any); (2) describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and (3) tell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your Account. For errors involving new Accounts, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new Accounts, we may take up to twenty (20) business days to credit your Account for the amount you think is in error.
We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If we credit your Account with funds while investigating an error, you must repay those funds to us if we conclude that no error has occurred.
VIII. Deposit Availability Disclosure.
When a deposit is made to your Account, the funds may not be available immediately. This Section VIII (Deposit Availability Disclosure) describes when funds will be made available to you.
A. Delays. We may delay the availability of funds from certain types of deposits to your Account. There are exceptions that may apply in certain circumstances (e.g., if you have overdrawn your Account repeatedly in the last six months or there is an emergency). During the delay, you may not withdraw funds and may not use the funds. Interest will be paid on deposits we receive, even if the funds are not yet available for withdrawal. We will notify y
B. Day of Deposits. Any transaction that you conduct on Saturday, Sunday, a federal holiday, or other days on which we are closed will be handled the following business day. If we receive a deposit before 4:00 PM MT on a business day, we will consider that business day to be the day of your deposit. However, if we receive a deposit after 4:00 PM MT or on a non-business day, we will consider the deposit as having been made the next business day.
C. Availability of Cash, Wire and Check Deposits. If your Account supports cash, wire or check deposits, we will provide you with a separate deposit and fund availability disclosure and schedule for such deposits.
D. Availability of ACH Transfer and EFT Deposits. Funds from ACH Transfers or EFTs that you initiate through another bank will generally be available on the next business day after the day the ACH Transfer is deemed to be received by us. An ACH Transfer or EFT debit to a Linked Account or any other external account that we originate on your behalf will generally be made available on the third business day after the date the ACH Transfer or EFT is deemed to be received by us. Once they are available, you can use the funds for EFTs and ACH Transfers. Even after we have made funds available to you and you have withdrawn the funds, you remain responsible if any deposit to your Account is returned, rejected, or otherwise uncollected by the Bank.
Evolve Bank & Trust Electronic Communication Consent
We want to provide you with communications electronically. Certain laws and regulations require us to provide communications to you “in writing,” which means you may be entitled to receive the information on paper. The E-SIGN Act allows us to provide you communications electronically and to conduct transactions with you electronically, with your consent.
Please read this Evolve Bank & Trust Electronic Communication Consent (the “Consent”) carefully prior to providing us with your consent. This Consent describes how we deliver and receive communications to and from you electronically and asks you to consent to use electronic records and signatures in our relationship with you. If you do not agree to this Consent or you later withdraw your consent provided herein, you may not be able to continue to use our services.
“We”, “us”, and “our” means Evolve Bank & Trust, its current or future affiliated companies, agents, assignees and service providers.
“You” and “your” mean each applicant, account owner and anyone else with access to the account. If there is more than one owner, then these words mean each account owner separately, and all account owners jointly.
“Product” means each and every account, product or service we offer or will offer.
The words “include” and “including,” when used at the beginning of a list of one or more items, indicates that the list contains examples and is not exclusive or exhaustive, and the items in the list are only illustrations.
Scope of Communications to be Provided in Electronic Form.
This Consent applies to all Communications and Products. By applying for or using a Product, you agree that any Communications will be provided in electronic format, to the extent allowed by law, and that paper Communications will not be sent. Your consent to receive electronic Communications and transactions includes, but is not limited to:
- All legal and regulatory disclosures and communications associated with the Product;
- The Account Terms, including any amendments thereto, and any and all agreements by and between you and us that relate to a Product;
- Privacy policies and notices;
- Responses to claims filed in connection with a Product;
- Statements; and
- All other communications between us and your concerning the Product and any related transactions, products or services.
Sometimes the law, or our agreement with you, requires you to give us a written notice. You must still provide these notices to us on paper, unless we specifically tell you in another Communication how you may deliver that notice to us electronically.
We reserve the right, at our sole discretion, to discontinue the provision of electronic Communications, or to terminate or change the terms and conditions upon which electronic Communications are provided. We will provide you with notice of any such termination or change as required by law.
Method of Providing Communications in Electronic Form.
All Communications that we provide in electronic form will be provided either (1) by e-mail or (2) by access to a website designated in an email notice from us, (3) through the any mobile application we may make available, (4) to the extent permitted by law, by access to a website generally designated in advance for such purpose, or (5) in the manner specified in any other agreement we or our affiliates have with you.
If you seek to obtain a new product, service or account with us, we may remind you that you have already consented to receiving electronic Communications and using electronic signatures in your relationship with us.
Continuing to use our Products after receiving updates to our system requirements signifies your acceptance of the change and reaffirmation of your consent.
Keeping your Records Current.
It is your responsibility to provide us with a true, accurate and complete e-mail address, street address, and other information related to this Consent and a Product, and to maintain and update promptly any changes in this information. You can update information (such as your e-mail address) by contacting us at email@example.com. We are not responsible for any delay or failure in the receipt of the Communications if we send the Communications to the last e-mail address you provided to us.
System Requirements for Accessing Communications.
In order to access, view, and retain electronic Communications that we make available, you must have:
- computers capable of running one of these compatible browsers:
- Internet Explorer version 9.0 or higher.
- Firefox version 35 or higher.
- Safari version 6.1 or higher.
- Chrome version 38 or higher.
- an Apple iPhone or iPad running iOS version 9.0 or higher.
- access to an active e-mail account with an email service provider.
We may update these requirements as necessary to preserve the ability to receive electronic Communications. If there is a substantial change in these requirements, you will be notified as required by law.
Requesting Paper Copies.
We will not send paper copies of any Communication; however, we reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically. You can obtain a paper copy of an electronic Communication by printing it or by requesting that we mail a paper copy. To request a paper copy, call us at firstname.lastname@example.org during normal business hours, except for national holidays. There may be a fee associated with the request for the delivery of paper copies of any Communication provided electronically pursuant to this Consent.
Communications in Writing.
All Communications in either electronic or paper format from us to you will be considered “in writing.” You should print or download a copy of this Consent and any other Communications for your records.
Withdrawing Your Consent
You can withdraw your consent to receive Communications electronically at any time. Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it. To withdraw your consent to receive Communications electronically, you must contact us by e-mailing at email@example.com.
If you withdraw consent, your access to all Products will be terminated and any account you have with us will be closed and funds will be returned to you in accordance with the account agreement. If you withdraw consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.
By applying for or using a Product or by checking any call to action (including “I Agree” or similar language), you give us affirmative consent to receive electronic Communications as described herein.
By providing your consent, you are also confirming that you have the hardware and software described above, that you are able to receive and review electronic Communications, and that you have an active email account. You are also confirming that you are authorized to, and do, consent on behalf of all the other account owners, authorized signers, authorized representatives, delegates, product owners and/or service users identified with your Products.