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Legal

Deposit Agreement

Synapse Financial Technologies, Inc.
Evolve Bank & Trust

Commercial Deposit Account Agreement

 

Effective Date: 12/07/2020

 

Synapse Financial Technologies, Inc. (“Synapse”) is providing this Agreement to you on behalf of Bank. Synapse is an agent of Bank for some purposes and will be responsible for carrying out some of our responsibilities under this Agreement as our agent, including receiving notices from you, responding to any notices relating to questions or complaints concerning your Account, and carrying out other responsibilities described in this Agreement. Accordingly, where we are responsible for matters under this Agreement, those matters may be handled either by Synapse or by us directly.

 

This Commercial Deposit Account Agreement (this “Agreement”) governs the non-interest-bearing demand deposit account (the “Account”) made available to you by Synapse, as a technology service provider of Evolve Bank & Trust (“Bank”), a member of the Federal Deposit Insurance Corporation (the “FDIC”). Access to your Account and the services under this Agreement is available only through the website and/or phone application (the “App”) of the Relay Financial Technologies Inc. (“Platform”) that is responsible for making the services available to you and as a result, some services under this Agreement may not be available to you. You should review your agreement with Platform for a complete list of services available. As used in this document the words “we”, “our”, and “us” refer to Bank and Synapse, our successors, affiliates, or assignees, and the words “you”, and “your” refer to the account holder(s) and anyone else with the authority to deposit, withdraw, or exercise control over the funds in the Account.

This Agreement, along with any other documents we give you pertaining to your Account(s), is a contract that establishes the rules that govern your Account(s) with us. This Agreement covers any account opened through Platform that you may have with us now, or in the future, and that is used primarily for business purposes. If you sign a written or electronic signature card or open an Account with us, you agree to the most recent version of this Agreement, which is available to you at https://relayfi.com/deposit or by calling us at the number listed on the last page of this Agreement. This Agreement may be changed by us from time to time, as described in Section 6.9 below. This Agreement also includes Bank’s Privacy Policy, as referred to in Section 2.8 below, any other agreement you enter into with us, and any other terms and conditions made available to you by us on Platform’s website or the Mobile App (collectively the website and Mobile App are the “Platform Website”).

Access to your Account and the services offered under this Agreement is limited to your use of the Platform Website and/or the Mobile App unless we notify you otherwise. YOU UNDERSTAND THAT BY OPENING AN ACCOUNT THROUGH THE PLATFORM WEBSITE, YOU AUTHORIZE BANK TO ACCEPT ALL INSTRUCTIONS PROVIDED TO BANK BY PLATFORM OR SYNAPSE ON YOUR BEHALF.

 

Truth in Savings Disclosures

Initial Deposit and Balance

There is no initial deposit or minimum balance required to open this Account.

Interest Rate

0.00%

Annual Percentage Yield

0.00%

Fees to Bank

You are not required to pay Bank any fees in connection with this Account.

Transaction Limitations

The Transaction Limitations for your Account is set forth in Section 3.

Additional Fee Disclosure

As noted above, you are not responsible for paying any fees to Bank for holding this Account. You may be responsible for paying fees to the Platform as provided in your agreement with Platform. You should refer to your agreement with Platform to understand how fees are charged.

 

This is not an interest-bearing account. No interest will be paid. There is no initial deposit required to open an Account. You may deposit any amount after you open the Account.

1.    Consent to Use Electronic Signatures, Communications and Statements.
1.1.   Your Consent to Electronic Signatures. By accepting this Agreement, you understand that: (i)electronically signing and submitting any document(s) to Synapse legally binds you in the same manner as if you had signed in a non-electronic form, and (ii) the electronically stored copy of your signature, any written instruction or authorization and any other document provided to you by Synapse is considered to be a true, accurate and complete record, legally enforceable in any proceeding to the same extent as if such documents were originally generated and maintained in printed form. You agree not to contest the admissibility or enforceability of Synapse’s electronically stored copy of this Agreement and any other documents.
1.2.   Your Consent to Electronic Communications. To the fullest extent permitted by law, this Agreement, account statements, notices, legal and rate disclosures for your Account, updates and changes to this Agreement, or other service agreements and other communications (collectively, “Communications”) from us to you regarding your Account(s) and related services with us may be provided to you electronically, and you consent and agree to receive all those communications in an electronic form. Electronic Communications may be posted on the pages within the Platform Website and/or delivered to your email address. You may print a paper copy of or download any electronic communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. We reserve the right to provide Communications in paper format. 

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, Platform will terminate your right to use the Platform Website, including the Mobile App, or to obtain or maintain Account(s) and related services, and you accept sole liability for any losses, liabilities, cost, damages and expenses resulting from such an involuntary termination of your Account(s) and related services, to the extent permitted by law.

1.3.   Your Review of Communications. Please review promptly all Communications we deliver or make available to you. If Communications are mailed to you, they will be delivered to you at the postal address shown in our records. If Communications are sent to you electronically, they will be delivered to you at the email address shown in our records or made available to you on the Platform Website and/or Mobile App. We will retain printable versions of your Account statements for seven (7) years or longer periods as may be required by applicable law. You agree to give Platform notice of any change of your postal or email address.
1.4.   Reporting to You (Statements). Statements will be made available to you to view and/or print on the Platform Website and/or Mobile App (if available). We will send an email notification when the statements are available online on a periodic basis at approximately monthly intervals. The Account Statement will describe each item, date of credit or debit, and the respective amount. Electronically delivered Statements will provide all information available in paper statements.
1.4.1.  Account statements will be considered to be correct unless you notify us, through Synapse, of any errors within sixty (60) days of becoming available. Carefully review your statement each statement cycle and notify us of any errors within sixty (60) days of your statement becoming available. Bank will not be liable to you for any error that you do not report to Bank within that period of sixty (60) days.
2.    Account Basics.
2.1.   Eligibility. The Account is available to legal entities with an Employer Identification Number, and individuals who are citizens, permanent residents or non-permanent resident alien in the United States on a valid long-term visa, at least 18 years of age, and with a valid Social Security Number or a Tax Identification Number and who will use the account to pursue business purposes. All deposits and withdrawals must be in U.S. dollars only. You must agree to accept electronic, rather than paper statements, as provided above. This means; (i) you must keep us supplied with your valid email address; and (ii) you must agree to accept electronic delivery of all account communications (such as end-of-year tax forms and electronic statements). If you do not do so, you may not open an Account. If you withdraw your consent, we may close your Account.
2.1.1.  You authorize us or Synapse to verify your credit and employment history and/or have a credit reporting agency prepare a credit report on you or any of your beneficial owners.
2.2.   Authorized Representatives. “Authorized Representatives" are persons with authority to act on your behalf. Unless a restriction that we have acknowledged in writing is specifically stated in your authorizing resolution: (i) an Authorized Representative will have authority to appoint the authorized signers on your Accounts, to add or delete authorized signers on your Accounts, to open additional accounts, to close Accounts, and to give us any other instructions on your behalf with respect to your Accounts; and (ii) each Authorized Representative may do these things acting alone, unless we require otherwise. We may, but are not obligated to, accept oral instructions from your Authorized Representatives. As between you and us, all actions of an Authorized Representative shall be deemed within the scope of such person’s authority. We are not required to verify or confirm the purpose or propriety of any action by your Authorized Representatives and are not responsible for any misapplication or misappropriation of funds by your Authorized Representatives. Authorized Representatives and the authorized signers they appoint shall have the authority: (i) to make withdrawals and, if offered as an Account feature by the Platform, to draw checks, drafts or other orders for the payment of money on your account(s); and (ii) to issue or cancel stop payment orders on your Account(s). Each authorization that we receive from you or your Authorized Representatives shall remain in effect until we receive written notice of revocation and have a reasonable opportunity to act on such notice.
2.3.   Important information about procedures for opening a new Account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. In the case that an account is opened by a legal entity, we will obtain, verify, and record information on all ultimate beneficial owners of such legal entity. What this means for you: When you open an Account, we will ask for the names, addresses, dates of birth, and other information concerning each principal owner that will allow us to identify the account owner and its principal owners. We may also ask to see a copy of each principal owner’s driver’s license or other identifying documents.
2.4.   Account. The Account consists of a non-interest-bearing online demand deposit account used to hold your deposits and make payments and transfers to and from the Account. You will access your Account via the Platform Website. If made available by Platform, the Account may include the use of a Debit Card to make payments and transfers to third parties. Use of a Debit Card will be subject to additional terms and conditions contained in a Cardholder Agreement. The Cardholder Agreement will be considered part of this Agreement.
2.5.   Password Security. You are responsible for maintaining adequate security and control of any and all User IDs, Passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Account. Do not discuss, compare, or share information about your account number or password unless you are willing to give them full use of your money. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third-parties and the loss or theft of any funds held in your Account and any associated accounts, including your Account. Checks and electronic withdrawals are processed by automated methods, and anyone who obtains your account number or access device could use it to withdraw money from your account, with or without your permission. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your account login credentials due to no fault of ours and/or your failure to follow or act on any notices or alerts that we may send to you. If you believe your Account information has been compromised, or that someone has transferred or may transfer money from your account without your permission, contact us immediately, through Synapse, at help@synapsefi.com or call at +1(415) 688-2943. You agree to promptly review all Account and transaction records and other Communications that we make available to you and to promptly report any discrepancy to us.
2.6.   Our Relationship with You. This Agreement and the relationship between you and the Bank is that of debtor and creditor, and the Bank owes no fiduciary duty to you. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS AND SERVICES OFFERED BY PLATFORM ARE NOT ENDORSED OR GUARANTEED BY BANK AND BANK ASSUMES NO LIABILITY FOR PRODUCTS OR SERVICES PURCHASED OR OFFERED BY PLATFORM OR PLATFORM USERS OTHER THAN THE SERVICES PROVIDED IN THIS AGREEMENT. You understand that Platform and Bank are not partners, affiliates or joint venturers with each other. Nothing in this Agreement is intended to be read or understood as making Platform and Bank partners, affiliates or joint venturers or impose any liability as such on either of them. Unless otherwise expressly stated in this Agreement, Platform has no authority to act or represent Bank in any way. Bank provides the services under this Agreement in part through one or more service providers that Bank has engaged to render some or all of such services to you on Bank’s behalf, including Synapse. You agree that Synapse and any other such service providers are third-party beneficiaries of this Agreement, which means they can enforce the Agreement against you. ou understand and agree that Bank is exculpated from any and all liability arising with respect to any of the Bank services or other aspects of this Agreement to the fullest extent permitted by law.
2.6.1.  Fee Disclosure. You are not required to pay Bank any fees in connection with this Account. Synapse will pay fees to Bank for processing your payments and checks at least enough to cover the costs associated with such processing. Platform may charge additional transaction fees and other fees associated with the services provided to you as provided in your agreement with Platform. You should refer to your agreement with platform to understand how fees are charged.
2.7.   Location of the Account. Your Account is established in Memphis, Tennessee.
2.8.   Privacy Policy. Bank’s privacy policy is available at https://synapsefi.com/evolve-privacy and is considered part of this Agreement. By executing this agreement, you acknowledge that you have read and accepted Bank’s privacy policy.
2.9.   Internet Gambling; Illegal Transactions. We may, but are not required to, deny authorization for any internet gambling transactions. You agree not to use your Account or our services for online gambling or any illegal activity. We may refuse to process any transaction that we believe may violate the terms of this Agreement or applicable law. You acknowledge and agree that we have no obligation to monitor, review or evaluate the legality of your transactions and Account activity. You agree that using Bank services or your Account for illegal activity will be deemed an action of default and/or breach of contract and, in such event, our services and/or any of your Accounts may be terminated at our discretion. You further agree that should illegal use occur, you waive any right to sue us for such illegal use or any activity directly or indirectly related to it, and you agree to indemnify and hold us harmless from any suits, legal action, or liability directly resulting from such illegal use. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.
2.10. Freezes, Blocking or Closing Accounts Due to Irregular or Unlawful Activities. You agree that if Bank suspects that any irregular, unauthorized, or unlawful activity may be occurring in connection with your Account, Bank may “freeze” or place a hold on the balance in such Account pending an investigation of such activities. If Bank freezes your Account, it will give any notice required under the circumstances by the laws governing the Account. If investigation confirms Bank’s suspicions of irregular, unauthorized, or unlawful activity then, notwithstanding anything to the contrary in this Agreement, Bank may immediately close your Account, and may also close any or all other Accounts, if necessary, to comply with applicable law. You agree that Bank may also freeze, block, or close your Account as necessary in order to comply with regulations issued by the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”).

 

3.     Funding and Withdrawing from your Account.
3.1.   Deposits to the Account. You can make deposits into your Account using any of these methods:

Transaction Type

Dollar Amounts/Per Day*

Direct deposits or ACH Transfers initiated from an outside financial institution

$1,000,000.00/per day

Wires initiated from an outside financial institution

$1,000,000.00/per day

ACH Transfers (debit) initiated from Us or Linked Bank Accounts

$0.00/per day

Deposits using an external debit or credit card from an outside financial institution

$0.00/per day

Remote Deposit Capture (RDC)

$0.00/per day

Internal Transfers

$0.00/per day

* The limits included here are the lowest limits allowed for transactions. However, we reserve the right to allow you to transact higher volume than the limits defined herein at any time without prior notice. In certain cases, for security reasons, we may lower your limits upon notice to you at the time you attempt to initiate a transaction.

 

3.1.1.  Linking Bank Accounts. If enabled by Platform for your Account, you may link an account with us or an external account at a third-party financial institution for online transfers between your linked account(s) and your Account. If enabled by Platform, you may link your external account(s) with your Account by (i) logging into your financial institution on Platform’s Website or Mobile App, or (ii) by providing the account and routing details for the external account and verifying the two (2) micro deposits we send to your external account the next business day. We may also verify your control of the external account by requiring you to submit proof of ownership of the external account(s). All linked accounts must be with financial institutions in the United States. We may decline the use of any external account that we believe may present a risk to you and/or us. By linking your external account to your Account, and by subsequently logging into your linked account(s) through the Platform Website or Mobile App, you authorize us to view your account history and profile, including, but not limited to, your account and routing details, authentication details, balance, transaction history, contact information, and other related information made available by such external financial institution; and you understand this information may be used to transact on your behalf and perform other services subject to our Privacy Policy. When adding an external account, you represent and warrant that you are owner of and have the right to access, use and authorize us to use the account for information and funds transfer purposes. If any of your linked accounts has a joint account holder, you represent and warrant that the joint account holder has consented for you to represent both you and them, and to use the external account with the Platform service. If you do not have such consent, you should not use that external account and we will terminate your use of the linking service if we are notified of such a situation. If you close any of your external accounts, you are responsible for removing it as an account eligible for the linking service to avoid any transaction failure and possible charges related to a failed transaction. We are not responsible for any acts or omissions by the external financial institution or other provider of any linked external bank account, including, without limitation, any modification, interruption, or discontinuance of any linked external bank account by such financial institution, service provider or Platform.
3.1.2.  Direct Deposits. If enabled by Platform for your Account, your Account number and bank routing number may be used for the purpose of initiating direct deposits to your Account. The recipient’s name on any direct deposit(s) we receive must match your name. Any direct deposits received in a name other than the name registered to the Account will be returned to the originator. If your Account number changes you must immediately notify your employer or any other payors. You must provide them with the new Account number to ensure that your direct deposit activity continues uninterrupted.
3.1.3.  Account Funding with Cards. If enabled by Platform for your Account, you may fund your Account with your debit or credit card. To fund your Account using a credit or debit card you must have either (i) a credit card issued by a U.S.-based bank or financial institution bearing the trademark of MasterCard International Inc. (“MasterCard”), Visa Inc. (“Visa”), or DFS Services, LLC (“Discover”), or (ii) a valid debit card issued by a U.S.-based bank or financial institution bearing the Visa, MasterCard or Discover logo. You may not use prepaid cards or gift cards with your Account. Please keep your card account information current. If your card account number changes or your card expiration date changes, we may acquire that information from our financial services partner and update your account accordingly. You may dispute a payment made with your card issuer if you used a debit or credit card to fund your payment. Your rights with the card issuer may be broader than those available under this Agreement.
3.1.4.  Remote Deposit Capture (“RDC”). If enabled by Platform for your Account, you may make deposits into your Account by using the Mobile App to take a legible picture of the front and back of a negotiable check and transmitting such images. We will attempt to collect the item by presenting the image or converting the image into a digital representation of the original check (a “Substitute Check”). Unlike traditional check deposits, you retain the original paper check when you use Remote Deposit Capture. We request you to retain the original check until final settlement of the check. There is currently no charge for using RDC; should there be charges in the future, you will be given appropriate notice. Your wireless telecommunications provider for your wireless device or other third parties that you may utilize may impose fees to make that device data-capable, to exchange data between the device and the Platform, or based on the location of your use. By using the RDC service, you agree that you will be bound by the terms of this Agreement and will follow any and all other procedures and instructions for use of RDC that we may establish from time to time.
3.1.4.1. Eligible Items. You agree to scan and deposit only checks, as that term is defined in Federal Reserve Regulation CC (“Reg. CC”). You agree that the image of the check transmitted to us shall be deemed an “item” within the meaning of Article 4 of the Uniform Commercial Code as adopted in Tennessee. You agree that you will not use RDC to scan and deposit any of the following checks or other items:

(1)  Checks or items payable to any person or entity other than you, including a check payable to “Cash”.

(2)  Checks or items containing obvious alteration to any of the fields on the front of the check or item, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check or item is drawn.

(3)  Checks or items previously converted to a substitute check, as defined in Reg. CC.

(4)  Checks or items drawn on a foreign bank or payable in a foreign currency.

(5)  Checks or items that are demand drafts or remotely created checks (checks lacking the original signature of the drawer).

(6)  Checks that have been previously returned stop payment or account closed.

(7)   Checks or items dated more than six months prior to the date of deposit.

3.1.4.2. Image Quality. The image of a check or item transmitted to us using RDC must be legible. The image quality of the items must comply with the requirements established from time to time by ANSI, the Board of Governors of the Federal Reserve Board, or any other regulatory agency, or other clearinghouses.
3.1.4.3. Necessary Endorsement. The checks to be deposited via RDC shall be properly endorsed in the same manner in which it is made payable to you and with the restrictive endorsement: “For mobile deposit only.”
3.1.4.4. Cut-off Time. Receipt of your check image must be received by [4:00 p.m. Pacific Time], for us to consider that day to be the day of your deposit. Any check image received by us after [4:00 p.m. Pacific Time] is considered as a deposit made on the next business day we are open.
3.1.4.5. Receipt of Items. We reserve the right to reject any item transmitted through RDC, at our discretion, without liability to you. We are not responsible for items we do not receive or for images that are dropped during transmission. You agree to receive notices electronically relating to RDC, whether or not you have previously agreed to accept electronic disclosures for any of your Accounts. An image of an item shall be deemed received when you receive an electronic confirmation from us that we have received the image. Receipt of such confirmation does not mean that the transmission was error free or complete.
3.1.4.6. Representations and Warranties; Indemnification. As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.
3.1.4.7. Deposit Errors. You agree to notify us, through Synapse, of any suspected errors regarding items deposited through RDC right away, and in no event later than 40 days after the applicable account statement is sent or made available to you. Unless you notify us within 40 days, such Statement regarding all deposits made through RDC shall be deemed correct, and you are prohibited from bringing a claim against us for such alleged error.
3.1.5.  No Deposits in Cash, Paper Checks or Foreign Currency. Bank will only accept funds deposited electronically through Platform. We are not liable for any deposits, including cash, lost in the mail, lost in transit, or not received by us. We do not accept deposits in cash, personal checks, cashier’s checks, money orders or in foreign currency. If we receive any of those instruments by mail, we will return it to the address we have for you on file. Only deposits made in accordance with the terms of this Agreement will be accepted.
3.1.6.  Our Right to Charge Back Deposited Checks or Electronic Transfers. If you deposit a check or receive an electronic transfer as provided in this Agreement and (i) the paying bank returns it to us unpaid; (ii) the paying bank or the issuer of a check demands that we repay them because the check was altered, forged or unauthorized, is missing a signature or endorsement, or has a forged endorsement; or (iii) the sending bank or the originator of an item 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 Account. If we have reason to believe that any of the events in the previous sentence have occurred or may occur or that the check or other 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 non-customer account until we determine who is entitled to them.
3.1.7.  Right to Reject Any Deposit. We may refuse any check for deposit, with or without cause, or may elect to take a check on a collection basis only. We are under no obligation to accept any item, wire, electronic funds transfer, or other transaction for deposit to your Account or for collection, and we may refuse to cash or give value for any such item. We may restrict access to any deposit credited to your account that violates any laws of the United States, including those giving rise to OFAC sanctions. Unless Bank specifically permits you to do so, you may not deposit any substitute check that has not been previously handled by a bank in the collection process. This means you cannot deposit a substitute check you create, or one that is created by another person, unless we enter into an agreement to do so. Nevertheless, if a substitute check is received for deposit, you will be responsible for any losses you or another person suffers relating to that substitute check.
3.2.   Withdrawals from the Account. You can make withdrawals from your Account using any of these methods:

Transaction Type

Dollar Amounts/ Per Day*

ACH Transfers (credit) to an external financial institution initiated by Us or Linked Bank Accounts

$100,000.00/per day

Wires (if enabled by Platform to your Account)

$200,000.00/per day

Bill Pay Checks

$40,000.00/per day

Debit Card Payments (if applicable)

See Cardholder Agreement

Internal Transfers

$1,000,000.00/per day

* The limits included here are the lowest limits allowed for transactions. However, we reserve the right to allow you to transact higher volume than the limits defined herein at any time without prior notice. In certain cases, for security reasons, we may lower your limits upon notice to you at the time you attempt to initiate a transaction.

 

3.2.1.  Bill Pay via Check. If enabled by Platform to your Account, you will be able to authorize us to make bill payments via check on your behalf to third parties. You may not have access to this feature until your Account has been open for a minimum of thirty (30) days. To initiate a bill payment using Bill Pay via Check, you must provide the name and mailing address of each individual or company you wish to pay. You must provide such information about each payee as we may request from time to time, and in any event sufficient to properly direct a payment to that payee and permit the payee to identify the correct account to credit with your payment. You may not make a payment of alimony, child-support, taxes, or other governmental fees or court-directed payments via Bill Pay via Check. We do not recommend using online bill payment services to fund brokerage or investment services. We may impose a dollar amount limit on bill payment transactions and will notify you in the event such a limit is put in place. Loan payments made via Bill Pay via Check, other than the amounts due, cannot be designated as principal, interest or payoff. Once a payment is authorized, the payment amount will be immediately deducted from your Account balance. Payments made using Bill Pay via Check take the form of a paper check and are sent to the payee using standard U.S. Postal Service mail. Please allow three to nine (3-9) business days for delivery of the check. Payments can only be sent to addresses located within the fifty (50) states of the U.S. Bill Pay via Check payments are processed daily by [9 a.m. Pacific Time]. Check payments initiated after this time will be processed the next business day. Bank reserves the right to refuse to process payments to any individual or company. If the decision is made to refuse a payment, Bank will notify you on or before the next business day.
3.2.1.1. Returned or Refused Checks. Checks may be refused or returned by the individual or company to whom the payment was issued. The determination to accept this method of payment is at the discretion of the recipient. The U.S. Postal Service may also return payments in cases of expired or invalid addresses. If the check payment is returned for any reason, the payment will be voided and the full amount credited to your Account the next business day.
3.2.1.2. Uncashed Checks. If we remit your payment to a payee by mailing your payee a check drawn on your account and the check has not been presented for payment within [our payment cut-off period], we will investigate the status of the check. If the Payee cannot be reached, or the payment is to an individual and the check has not been presented for payment by ninety (90) days after the date the funds are withdrawn from your account, we will place a stop payment order on the check and refund your Account.
3.2.1.3. Cancelling a Check Payment. You may cancel a single check payment as long as it has not been presented for payment by logging into Platform App or by emailing Synapse at help@synapsefi.com. Funds from any cancelled check will be credited to your Account on the next available business day. Same-day payments (i.e., payments entered and initiated on the same date) cannot be modified or deleted.
3.2.1.4. Liability for failure to stop payment. If you request cancellation of a Bill Pay via Check payment three (3) three business days or more before it is scheduled to be initiated, and we do not cancel it in time, we will be liable for your losses or damages.
3.2.2.  Checks Issued by a Third-Party. We do not support the issuance of personal checks to access funds in this Account. We reserve the right to refuse to make payments initiated via a check printed by a third-party service provider and not via the Bill Pay via Checks services provided herein.
3.2.3.  No Overdrafts. You are not permitted to overdraw your Account. If the available balance in your Account is not sufficient to cover any payment or withdrawal you have authorized, we may refuse to process the payment or withdrawal. If your Account balance becomes negative for any reason, you must make a deposit immediately to cover the negative balance. If your Account has a negative balance and you have another account with us, we reserve the right to exercise our right to set off. See Section 3.2.4 below for details. If your Account has a negative balance for sixty (60) calendar days or more it will be closed. If you fail to pay the amount of any overdraft, we reserve the right to refer your overdrawn account to an attorney for collection, and you agree to pay all reasonable expenses, including, but not limited to, reasonable attorney’s fees and court costs incurred by us as a result of your account being overdrawn.
3.2.4.  Right to Set Off. If your Account balance becomes and remains negative, we can use the funds in any of your accounts with us to repay the negative balance in your Account without any further notice to or demand on you. Moreover, we have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. Further, you grant us a lien on and security interest in the funds on deposit in each of your account(s) as security for all of your liabilities and obligations to us, now or in the future.
4.    General Funds Availability.
4.1.   Availability. We make funds available according to the type of deposit and when the funds are applied or credited to your Account. Some types of deposits may not be available for immediate use. When we delay the availability of funds or place a hold on a deposit made to your Account, you may not withdraw those funds, and we will not use them to pay any debits, such as ACH transfers or payments, check payments or, if available, transactions using your debit card during the hold period. We have the right to refuse any deposit. If final payment is not received on any item you have deposited into your Account, or if any direct deposit or ACH transfer is returned to us for any reason, you agree to pay us the amount of the returned item. The length of the delay in the availability of funds will vary depending on the type of deposit.
4.2.   Business Days. The length of the delay in the availability of funds is counted in business days from the day your deposit is applied to your Account. For purposes of these disclosures, our business days are Monday through Friday. Federal holidays are not included. Deposits received after the cut-off times provided in this Agreement or on a day Bank is not open will be processed the following business day that Bank is open.
4.3.   Same Day Availability. Funds received from preauthorized electronic payments such as payroll direct deposits, or other preauthorized electronic payments will be available on the day the deposit is applied to your Account. ACH Credits received from an external bank account will be applied to the Account when we have verified the external account and received payment on collected funds. Once the funds are applied to the Account, they will have same day availability.
4.4.   Longer Availability. Electronic transfers depositing into the Account initiated through the Platform may take up to five (5) business days from the date of the initial request but will post on the payment date of the deposit once the money has reached us.
4.5.   Availability of Mobile Deposits. Checks deposited through the RDC service are not subject to the funds availability requirements of Regulation CC. Checks deposited using the RDC service will generally be made available in your Account no later than six (6) business days after the day you made the deposit. In some cases, we may not make the funds available in accordance with the general policy for other reasons, including, but not limited to, if we have reasonable cause to doubt collectability of the check. The length of the delay will be counted in business days from the day of your deposit. If your deposit is declined, we will e-mail you the notice by the first business day after the day we receive your deposit. We reserve the right to change the limits on the amount(s) and/or number of deposits that you transmit using RDC and may modify these limits from time to time].
4.6.   Longer Delays for Check Deposits. In some circumstances, a longer hold period may apply before funds deposited by check are available in your Account. For example, a longer delay may apply in the following cases: (i) we believe a deposited check will not be paid; (ii) you deposit one or more checks totaling $5,000 or more in one day; (iii) you redeposit a check that has been previously returned unpaid; (iv) your Account had a negative balance anytime in the previous six (6) months; or (v) we experience an emergency, such as failure of communication or computer delays. We will notify you if we delay your availability to withdraw funds and we will tell you when the funds will be available for withdrawal no later than the seventh business day after the day of your deposit.
5.    Electronic Funds Transfer Disclosures.
5.1.   Electronic Transfers via ACH. You may originate transfers to and from your Account via ACH as provided in Section 3 of this Agreement. These requests must be made via the Platform. In the case of electronic transfer requests from an external bank account to your Account, we will complete such requests only if the funds are being transferred from your linked external account.
5.1.1.  Next Day ACH. Cut-off Time. The cut-off time for scheduling a next day ACH transfer is 4:00 p.m. Pacific Time. Any next day ACH transfer scheduled after the cut-off time will be treated as if it were scheduled on the next business day. In some circumstances, transactions may be delayed for risk or compliance reasons.
5.1.2.  Same Day ACH. Cut-off Time. The cut-off time for scheduling same day ACH transfers (if enabled on your Account) is 9:00 a.m. Pacific Time. If enabled by Platform, the Same Day ACH means that the transfer will be performed within one (1) business day. Any same day ACH transfer scheduled after the cut-off time will be treated as if it were scheduled as next day ACH transfer. In some circumstances, transactions may be delayed for risk or compliance reasons.
5.2.   Electronic Transfers Using Your Account Number. If enabled by Platform, you may authorize a third-party to transfer funds to and from your Account by providing your account number and your routing number to such third-party. Your account information should only be provided to trusted third-parties authorized to initiate the electronic funds transfers.
5.3.   Debit Cards and ATM Services. If enabled by Platform, you may obtain a debit card that can be used for purchases on points of sales and/or withdrawals at ATMs. The use of your debit card to initiate electronic transfers is subject to the term and conditions of your Cardholder Agreement.
5.4.   Types of Electronic Transfers Available.
5.4.1.  You may arrange with another party to electronically deposit funds on a one-time or recurring basis directly to your Account.
5.4.2.  You may arrange with another party to make one-time or recurring charges to your Account to a make a utility payment or to pay other bills.
5.4.3.  [Insert Platform Use Cases]

 

5.5.   Limitations on Transfers, Amounts and Frequency. Your right to make electronic funds transfers is subject to the limits established in Section 3 of this Agreement.
5.6.   Right to Receive Documentation of Electronic Funds Transfers. Your electronic funds transfers will be reflected on the statements that will be delivered to you through the Platform Website and/or Mobile App, as described in Section 1.4. You can also contact Synapse, at +1(415) 688-2943 or email at help@synapsefi.com, to obtain information about any particular direct deposit or transfer.
5.7.   Right to Stop Payment of Preauthorized Transfers and Procedures. If you have scheduled a one-time or a recurring ACH transfer via the Platform, you may stop or cancel that transfer by following the procedures defined here.
5.7.1.  To stop a preauthorized ACH transfer you initiated via the Platform Website or Mobile App, either one-time or recurring, use the Platform Website [or Mobile App] to cancel such payment. If you are unable to cancel or stop the payment via the Platform Website or Mobile App, please contact Synapse, at +1(415) 688-2943 or email at help@synapsefi.com, to request cancellation of the transfer.
5.7.2.  To stop a recurring transfer that you have authorized a third-party to debit, please contact that third-party to request the cancellation of the recurring payment. If the third-party is unable or unwilling to stop the transfer, please contact Synapse, at +1(415) 688-2943 or email at help@synapsefi.com, to request a stop on the payment.
5.7.3.  If you wish to stop a recurring transfer, your request to stop the transfer must be received at least three (3) business days before the transfer is scheduled to occur. You should specify whether you wish to stop one recurring payment or all recurring payments. You must specify the name of the payee, the dollar amount of the payment and the date of the payment. We will be liable for your losses or damages if you requested the stop payment at least three (3) business days before the transfer was scheduled to occur and we did not stop the payment.
5.7.4.  In the case of an authorized third-party debit transfer, if the written stop payment notification is not received at least fourteen (14) days before the transfer was scheduled to occur, the payment in question will be honored as originally authorized and future payments will not be permanently stopped. In such cases, we will not be liable if we do not refuse payment.
5.8.   Your Liability for Unauthorized Transfers. The Account is a commercial Account and does not provide consumer protections for unauthorized transactions or unauthorized access to your Account, including by way of lost or stolen Account numbers.  Until an Authorized Representative reports an Account number as lost or stolen or reports an unauthorized transaction, Account Owner is fully responsible for all transactions.  Contact customer service IMMEDIATELY if an Authorized Representative believes: (a) an Account number has been lost or stolen, (b) someone has gained unauthorized access to any information to access the Account, or (c) someone has transferred or may transfer funds from the Account without an Authorized Representative's permission. Reporting a lost/stolen Account number or unauthorized transactions through +1(415) 688-2943 or by logging into the Platform Website or Mobile Application is the best way to minimize possible losses.  Account Owner and Authorized Representatives are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of the Account. Failure to promptly notify us could result in the Account Owner losing ALL of the money in the Account
5.8.1.  You are responsible for all transactions initiated and fees incurred by use of the Account. If an Authorized Representative permits another person to have access to Account, we will treat this as if Authorized Representative has authorized such person to use the Account, and you will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. You will further be responsible for any transactions made and any fees incurred by the Authorized Representative even if the Authorized Representative exceeds the scope of the authority granted to such Authorized Representative by you.  If you want to withdraw permission for an Authorized Representative to use the Account, then transactions made with the Account will be considered unauthorized only after you notify us that the person is no longer authorized to use the Account.
5.9.   Errors and Disputes. If you think your statement is wrong or if you need more information about a transaction listed on it, please contact Synapse, at +1(415) 688-2943 or email at help@synapsefi.com. In. making such communication, you need to tell us: (i) your name of and Account number; (ii) why do you believes there is an error and the dollar amount involved; and (iii) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Account is a commercial product, you are not entitled to and we are not obligated to follow the requirements or obligations of the Electronic Funds Transfer Act and Regulation E promulgated thereunder, which only apply to consumer transfers.  If you need more information about our error resolution process, contact customer service at help@synapsefi.com.
5.10. Our Liability for Failure to Complete Transactions. If we do not complete a transaction from your Account on time or in the correct amount, we will be liable for your losses or damages. However, we are not liable for any failed transaction if you do not have enough money in your balance to cover a transaction, if the ATM or device does not have enough cash or is not working properly, if circumstances beyond our control prevent the transaction, if the merchant requests authorization for an amount greater than the purchase amount, if access to your Account or linked account has been blocked after you reported your Account number or linked account number lost or stolen, if there is a hold or your funds are subject to legal or administrative process or other encumbrance restricting their use, if we have reason to believe the requested transaction is unauthorized, if we have received incomplete or inaccurate information from the third-party payor or payee or if there are other exceptions stated in this agreement or as provided by law. We are not liable for the failure to complete a transaction on a business account if we send you notice that the transaction was not completed.
6.    General Rules Governing the Account.
6.1.   Assignment. Transfer. Non-Waiver. Applicable law. The Account and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of the Account is subject to applicable Federal laws and the laws of the State of Tennessee, and all applicable rules and customs of any clearinghouse or other association governing your Account or any transactions. If you or we excuse each other from complying with any part of this Agreement, this will not waive compliance by the excused party on any other occasion, notwithstanding the number of previous excusals or their duration. A party may not rely justifiably upon another’s past forbearance to vary present or future rights, obligations or performance under this Agreement. If any provision of this Agreement is determined to be invalid, illegal or unenforceable for any reason, that provision shall not invalidate or render unenforceable any other provision of this Agreement.
6.2.   Legal Processes Affecting Accounts. If we are served with a subpoena, government agency request for information, restraining order, writ of attachment or execution, levy, garnishment, search warrant, forfeiture or similar order or legal process relating to your Account (termed “legal action” in this section), regardless of the jurisdiction of the issuing authority, we may rely on the representations made in the legal action and comply with the legal action, regardless of the jurisdiction of the issuing authority or the location of the Bank at which the legal action is received. 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 Account or in any way restricted access to your funds in accordance with the legal action. If you believe your funds are exempt from legal action, or otherwise should not be subject to legal action (for example, if you own funds and the legal action applies to another joint owner, you believe the court, garnishor, or levying authority lacks jurisdiction over you or the property, or you believe the garnishment or levy names the wrong party as garnishee), you agree that it is your responsibility to raise any defense to the legal action against the party who originated the legal action, and you agree that we have no obligation to do so. Any fees or expenses we incur in responding to any legal action (including, without limitation, attorneys’ fees and our internal expenses) may be charged against your Account. Unless expressly prohibited by law, we will charge your account a fee for each legal action received, regardless of whether the action is subsequently revoked, vacated or released.
6.3.   Abandoned or Inactive Accounts. Tennessee has unclaimed property laws that govern when accounts are considered abandoned. Your account is usually considered abandoned if you have not made a deposit or withdrawal, or signed in to your online Account, for a specified period of time. We are required by the unclaimed property laws to turn over accounts considered abandoned to the applicable state. Before we turn over an abandoned account, we may send a notice to you by e-mail or the address we show for the account statement. Unless prohibited by law, we may charge to your Account our costs and expenses of any notice, payment and turnover of the remaining balance of your Account to the applicable state. Tennessee laws will apply on unclaimed or abandoned property related to this Account.
6.4.   FDIC Insurance. For any deposit accounts you open, the FDIC requires Bank to disclose, and you hereby acknowledge, that deposits held by Evolve Bank & Trust are insured up to $250,000 federal deposit insurance limit, per depositor for each ownership category.
6.5.   Account Owner Representations and Warranties. By requesting, activating or using an Account or by retaining, using or authorizing the use of the Account, Account Owner represents and warrants to us that:
6.5.1.  Account Owner has received a copy of this Agreement and agrees to be bound by and to comply with them and understands that they are subject to change in accordance with applicable law.
6.5.2.  Account Owner is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation.
6.5.3.  Account Owner is duly qualified and in good standing to do business in all jurisdictions where Account Owner conducts its business.
6.5.4.  Account Owner has all necessary organizational power and authority to establish the Account, enter into this Agreement, and to perform all of the obligations to be performed by it under this Agreement.
6.5.5.  The personal and business information that Account Owner provides to us in connection with the Account is true, correct and complete.
6.5.6.  The individual accepting and agreeing to this Agreement for Account Owner has the requisite corporate authority to accept and agree to this Agreement on the Account Owner’s behalf.
6.5.7.  The Authorized Representative designated by Account Owner is a citizen or permanent resident of the United States and is at least 18 years of age (or older if residing in a state where the majority age is older).
6.5.8.  Account Owner authorized each Authorized Representative to accept and use the Account.
6.5.9.  Account Owner has provided each Authorized Representative with a copy of this Agreement and each Authorized Representative accepts and agrees to be bound by and to comply with this Agreement.
6.5.10.  The Account will only be used for business purposes and not be used for personal, family or household purposes.
6.6.   Standard of Care. Limitation of Liability. Our liability for losses you incur in connection with your Account is limited to actual damages proved that are proximately caused by our failure to exercise ordinary care. Nevertheless, if we make an error in your favor by excessively crediting or insufficiently debiting your account for any reason, including, without limitation, to the giving of cash or credit in excess of a corresponding account debit, you agree that you immediately owe us the amount in error, whether you relied on the error or not. You agree to waive your rights to a jury and to punitive and exemplary damages and further agree to be subject to all parts of the arbitration provision in Section 6.10. Damages for any breach of this Agreement are limited to those that are direct and lie in contract, and will exclude indirect and consequential damages. Also excluded are damages in tort, including but not limited to those for emotional distress, unless caused by a willful and malicious act, which in the case of the unauthorized disclosure of private or confidential information must also be defamatory. In return, we also waive our same rights in any such action, cross-action or claims in arbitration we may file against you. We will have no liability for acting on instructions from you accepted or interpreted by us in good faith according to the terms of this Agreement, declining to act on instructions whose authenticity or accuracy cannot be verified to our satisfaction, or not acting on instructions not actually received.
6.6.1.  Except as required by applicable law, we will have no liability to you if we are unable to complete a transaction for any reason beyond our control. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, any affiliates, and the parties with whom we and our affiliates contract in order to offer your Account and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to your Account, any products or services purchased using the Account, or this Agreement (as well as any related or prior agreement you may have had with us).
6.6.2.  By accepting this Agreement, you acknowledge that Bank will not be liable for taking action for the purpose of compliance with any applicable law or regulation.
6.7.   Indemnification. You shall indemnify and defend us and our officers, directors, employees, agents, and representatives, and hold each of them harmless, against suit, judgment, asserted claim, demand, excise taxes, claims, liabilities or losses, including fees of counsel, interest and other expenses, arising directly or indirectly from your breach of your obligations under this Agreement or those arising from the instructions or actions of you or of third parties whom you have permitted to direct, manage, view or otherwise act or omit to act in connection with your Account. If we and our officers, directors, employees, agents or representatives are entitled to indemnification against a claim under this Agreement, we shall give you prompt notice of the claim and any further pleadings, communication or other information connected with it. You shall defend us, and our officers, directors, employees, agents, and representatives, or pay for the cost of its defense, as we or our officers, directors, employees, agents or representatives shall elect. The parties shall cooperate for the cost-effective defense of the claim, and us and our officers, directors, employees, agents and representatives shall not settle any claim for which indemnification is demanded without your consent.
6.8.   No Warranty of Availability or Uninterrupted Use. From time to time, services related to the Platform Website, the Mobile App or the Account may be inoperative. When this happens, you may be unable to access the Platform, and you may be unable to use the Account or obtain information about the Account. Please notify us if you have any problems using the Account or Platform Website and/or Mobile App. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.
6.9.   Amendment and Cancellation. Except as otherwise required by applicable law, we may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement on the Platform Website, and any such amendment will be effective upon such posting to the website. You will be notified of any amendment(s) in the manner provided by applicable law prior to the effective date of the amendment(s). However, if the amendment(s) is made for security purposes or your benefit, we may implement it without prior notice.
6.9.1.  We may cancel or suspend your Account or this Agreement at any time. You may cancel this Agreement by emailing help@synapsefi.com to close your Account. Your cancellation of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to cancellation.
6.9.2.  If your Account is canceled, closed or terminated for any reason, you may request the balance to be returned to an external account that you have maintained, including any linked external account. Allow at least fourteen (14) days for processing of such balance return. If Platform’s offering is canceled, closed, or terminated, Platform will be responsible for sending you prior notice, in accordance with applicable law. Specific information and instructions, including how to convert and receive any remaining Account balance, will be included in the notice.
6.10. Customer Service. For customer service or additional information regarding your Account, please contact Synapse at:
6.10.1.  Phone:+1(415) 688-2943
6.10.2.  Email:help@synapsefi.com
6.10.3.  Hours. Customer Service agents are available to answer your calls:
6.10.3.1.         Eastern Time: Monday through Friday: 10:00 AM – 5:00 PM.
6.10.3.2.         Central Time: Monday through Friday: 10:00 AM – 5:00 PM.
6.10.3.3.         Pacific Time: Monday through Friday: 10:00 AM – 5:00 PM.
6.11. Arbitration. PLEASE READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY. IT PROVIDES FOR MANDATORY ARBITRATION OF CONSUMER CLAIMS (SUBJECT TO SOME EXCEPTIONS), INSTEAD OF COURT PROCEEDINGS. IF YOU OR WE ELECT ARBITRATION OF A CLAIM, NEITHER WILL HAVE THE RIGHT TO PURSUE THAT CLAIM BEFORE A JUDGE OR JURY IN COURT OR TO PARTICIPATE IN A CLASS ACTION PROCEEDING. RIGHTS YOU WOULD HAVE IN COURT THAT MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION INCLUDE THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL. FEES AND EXPENSES OF ARBITRATION MAY BE HIGHER THAN THOSE ASSOCIATED WITH COURT PROCEEDINGS. THE ARBITRATOR’S DECISION WILL BE BINDING, EXCEPT AS PROVIDED BELOW.
6.11.1.  Agreement to Arbitrate. Any claim, dispute, or controversy ("Claim") arising out of or relating in any way to: i) this Agreement; ii) the Account or Services; iii) your use of the Account or Services; iv) the amount of funds Account; v) advertisements, promotions or oral or written statements related to the Account or Services; vi) the benefits and services related to the Account or Services; or vii) transactions made using Account or Services, no matter how described, pleaded or styled, shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association ("AAA") under its commercial Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16).  The arbitration shall occur in Shelby County, Tennessee.
6.11.2.  ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE
6.11.3.  For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, 335 Madison Avenue, New York, NY 10017, or at www.adr.org.
6.11.4.  All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
6.11.5.  NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.
6.11.6.  This arbitration provision shall survive: i) the termination of the Agreement; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of your Account, or any amounts owed on your Account, to any other person or entity; or iv) closing of the Account. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.
6.11.7.  IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, EMAIL US AT HELP@SYNAPSEFI.COMTO CLOSE THE ACCOUNT AND REQUEST A REFUND, IF APPLICABLE.
6.11.8.  Costs of Arbitration. You and we will be responsible for paying the fees of the arbitrator and any administrative fees charged by the Administrator according to the rules and procedures of the Administrator. We will also pay or reimburse you for all or part of other arbitration fees, if the arbitrator determines there is good reason to do so, and we will pay any fees and costs, which we are required to pay by law or by the rules and procedures of the Administrator. In addition, in the event that you receive an arbitration award that is greater than our last written settlement offer, the arbitrator shall have the discretion to require us to pay your attorneys’ fees and costs. Otherwise, each party will bear its own attorneys’ fees and costs, regardless of who prevails.
6.11.9.  The arbitrator’s decision is final and binding on the parties, except for any right of appeal provided by the Federal Arbitration Act. Costs will be allocated in the same way as costs are allocated in arbitration by a single arbitrator. A final and binding award is subject to judicial review only as provided by the Federal Arbitration Act. An arbitration award will be enforceable under the Federal Arbitration Act by any court having jurisdiction.
6.12. Governing Law. This Agreement shall be governed by the laws of the State of Tennessee.
6.13. Termination. We and you may each terminate this relationship unilaterally at any time upon notice. To close your Account and terminate this Agreement, please contact us through Synapse as provided in Section 6.10.
6.13.1.  You understand and acknowledge that even after executing this Agreement and opening an Account, Bank has the right to close your account and terminate this relationship, and you will have no right to compel Bank to grant access to Bank services, either initially or after an Account is opened.
6.13.2.  IMPORTANT: If you terminate your relationship with Platform, the Account will automatically be closed. Upon closure, any remaining funds in the Account will be converted and returned to you in accordance with this Section.
6.13.3.  IMPORTANT: If the agreement between Synapse and Platform is terminated, this Account may be terminated. In this case, Synapse shall send you a notice with the applicable procedures.
6.13.4.  Unless you are notified otherwise, upon termination, Synapse will instruct Bank to return any remaining funds in the Account in a check mailed to the address on file associated with the Account. Bank’s obligations to you will be fully satisfied by mailing a check in the appropriate amount to the address specified by Synapse.

 

 

 

Legal

Deposit Agreement

Relay Business Deposit Account Agreement

Please read this Relay Deposit Account Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions and disclosures related to the demand deposit account (the “Account”) made available to eligible businesses by Relay Financial Technologies Inc. (“Program Partner”), the program partner responsible for managing the Account program, in partnership with Thread Bank, a bank chartered under the laws of the State of Tennessee (the "Bank").

When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank any of the Bank’s affiliates, successors, or assignees. When you see the words “you” or “your,” it refers to each sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership ("Business Entity") who opens an Account (as defined below) and in whose name an Account is maintained on our records, and any joint owner of each Account.  "Account" means your business demand deposit account with us.

By opening and continuing to hold an account with us, you agree to be bound by this Agreement.

IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN THE SECTION OF THIS AGREEMENT TITLED “ARBITRATION AND WAIVERS” BELOW.

  1. 1. Account Overview
    1. 1.1. How to Contact Us

You may contact us with any questions or concerns regarding your Account, including to access your statements and transaction history. All communication between you and us will be handled by the Program Partner. 

The best way to contact us is through email at support@relayfi.com.  You may also contact us by:

  • Phone, at 1-888-205-9304. Live agents are available Monday-Friday, 11am-4pm.
  • Chat via the Online Banking Services available in the Relay mobile application.
    1. 1.2. Type of Account and Eligibility

The Account is a non-interest-bearing non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. When we receive the funds that you deposit to your Account, the funds will be held and accounted for so as to be insured by the Federal Deposit Insurance Corporation (“FDIC”), subject to applicable limitations and restrictions of such insurance.  To open an Account, you must be a Business Entity incorporated in the United States. Other eligibility requirements may apply. This Account may only be used for business purposes and cannot be used for any personal, family or household purposes.

We may set such eligibility criteria or decline to open an Account for any reason permitted by law and at our sole discretion.  We are not liable for any Losses (as defined below) resulting from refusal of an Account relationship. We may also limit the number of Accounts that you have in our sole discretion. Your Account is subject to security and fraud prevention restrictions at any time, with or without notice. 

    1. 1.3 Online or Mobile Access To Your Account

When you open an Account, you may also be enrolled in an online business banking service or mobile application (collectively, “Online Banking Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Banking Services separate from your Account. If you cancel your enrollment in the Online Banking Services at any time, we may close your Account as detailed below. 

Unless otherwise specified in this Agreement, the Online Banking Services and its features are governed by the Relay Terms of Service and other agreements, as well as the Relay Privacy Policy, which may be provided to you separately or made available through the Program Partner’s website, https://relayfi.com/. Please review these documents carefully because by using the Online Banking Services, you agree to be bound by them. These services are not provided or controlled by the Bank or this Agreement.

    1. 1.4. Paperless Account

To open an Account, you must agree to go “paperless.” This means that you must (a) provide us with and continue to maintain a valid email address and (b) accept electronic delivery of all communications that we need or decide to send you in connection with your Account by agreeing to the Relay [ESIGN Consent Document title and link]. 

    1. 1.5. Authorized Users

You may be given the ability to designate individuals (“Authorized Users”) who you authorize to access your Account and/or conduct transactions through your Account. By establishing an Authorized User, you understand that any transaction authorization, instruction, or any other action concerning your Account that your Authorized User engages in will be deemed authorized by you and valid and we are under no obligation to investigate the authorization, instruction, or activity. You also agree that you will not hold us liable for acting upon any such authorization, instruction, or activity. We will continue to treat all actions taken by your Authorized User as authorized by you until you revoke the Authorized User’s access to your Account by notifying the Program Partner by email as designated above. We also reserve the right to terminate your Authorized User’s access to the Account for any reason and without advance notice.

We may ask you to provide additional documentation evidencing the Authorized User’s authority to take actions with respect to the Account, such as certified copies of resolutions from your board of directors or other governing body. 

To the fullest extent permitted by applicable law, you hereby waive demand, presentment, protest, notice of protest or dishonor, and all other notices relating to any instrument made, drawn, or endorsed in your name, when such instrument is signed, accepted, or endorsed by an Authorized User. You must notify us immediately by email at the email indicated above of any change in the status of any Authorized User. No action taken by us before we receive proper notification in writing of any such change and have had a reasonable period of time to act upon such notice will be affected by any such notice. 

    1. 1.6 How To Open an Account

You may also open an Account by downloading the Relay mobile application and following the instructions within the application.

Each person completing the Account opening process or otherwise completing any Account opening requirements represents and warrants that he, she or they:

  • Are authorized to execute all documents or otherwise complete our requirements in his, her or their stated capacity;
  • Have furnished all documents or other information necessary to demonstrate that authority;
  • Will furnish other documents and complete other requirements as we may request him, her, or them;
  • Certify that, to the best of his, her or their knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct; and
  • he, she, or they have read this Agreement and agree to be bound by and comply with its terms.

We may refuse to recognize any resolution or document affecting the Account that appears to us to be incomplete, improperly executed, or fraudulent.

Important information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account, including any Authorized Users who may access an Account. This means that when you open an Account, we will ask for information that allows us to identify you, including your name, legal address, date of birth, Social Security Number or Tax Identification Number, and other information that will allow us to identify you. We also may ask for a driver’s license or other identifying documents for your business, Authorized Users, account owners, and your officers, directors, beneficial owners, controlling shareholders and others. 

    1. 1.7. Minimum Deposits and Balances

There is no minimum deposit required to open an Account and no minimum balance you need to maintain in your Account.

    1. 1.8. Interest Disclosures

This Account is not interest-bearing. No interest will be paid on this Account.

    1. 1.9. Power of Attorney and Attorneys-In-Fact

We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act on your behalf for your Account. You must obtain written approval from us before we will honor any power of attorney. Email us at the email address specified above for approval if you plan to create a power of attorney. Please be aware that it may take up to two (2) weeks for us to review your request. If approved, we will honor orders and instructions from your attorney-in-fact until (a) we receive a written revocation from you; (b) we are notified that you or your attorney-in-fact have died or become incapacitated; or (c) we terminate our acceptance of the power of attorney. We may terminate our acceptance at any time, for any reason and without notice to you, and you will not hold us liable for any Losses (as defined below) that may result from such action. 

    1. 1.10. Death or Incapacitation

You agree that if we receive notification or if we have reason to believe that you or any Authorized User has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your heir, devisee or successor. Until we received notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Account. Your estate will be responsible for repaying us for any tax liability resulting from payment of your account balance to your estate. You will hold us harmless for any actions we take based on our reasonable belief that you have died or become incapacitated. 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. 

    1. 1.11. Our Relationship With You

By opening an Account, we are establishing an Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the State of Tennessee. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us.

    1. 1.12. Third-Party Service Providers

We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”) and the Program Partner, in connection with your Account. You acknowledge that we, in our sole discretion, may use such third-party service providers to fulfill any of our obligations under this agreement, including by performing functions that you have otherwise authorized us to perform, such as processing transactions, handing account operations including account set-up, transaction monitoring, and customer support, and providing technological connection to the Program Partner and the Bank.  Each of these third-party service providers may in turn use their own third-party service providers, at our discretion.

We may also share your information with other service providers that we believe need the information to perform a technology, business, or other professional function for us such as IT services, maintenance and hosting of our services, marketing partners, accounting, auditing, and tax services, and other professional services.

    1. 1.13. Confidentiality and Our Privacy Policy

Information about your Account and your transactions is collected by and shared between us, Program Partner, Unit and our other service providers. We only share your information as necessary to provide the Services described in this Agreement. We take our responsibility to protect your information seriously, and comply with applicable law regarding the collection, use, and security of customer information.

    1. 1.14. Cell Phone Communications

Program Partner may contact you via phone, including by sending you text messages, about any current or future accounts or applications or its products and services generally. To exercise any rights you may have to opt-out or withdraw consent from receiving certain of these communications, please contact Program Partner. 

    1. 1.15. Our Business Days

Our business days are Monday through Friday, excluding federal holidays and Tennessee state banking holidays.

  1. 2. Your Account Responsibilities

We strive to keep your Account secure and provide you with tools and services to help you manage your Account. However, there are certain things you should do to protect your Account and your funds.

    1. 2.1. Notify Us If Your Information Changes

You must notify us immediately if there is a change to your business or trade name, the names of any individual or Authorized User with access to your Account, telephone number, legal address, email address or any other information you have provided us so that we can continue to provide you with statements and important notices concerning your Account.

    1. 2.2. Keep Track of Your Transactions and Available Balance

It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.

You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to the applicable sections below for information concerning errors and unauthorized activity.

    1. 2.3. Protect Your Account Information

It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number, debit card, and statements secure at all times, and be careful about who you share this information with. If the Program Partner provides you with access to Online Banking Services, make sure to also keep your computer or mobile device secure at all times and avoid accessing the Online Banking Services when others can see your screen.

If your Account number, debit card, mobile device or Online Banking Services login credentials are lost or stolen, notify us immediately to keep your losses to a minimum. Please refer below for information and applicable deadlines for notifying us of losses or theft.

  1. 3. General Rules Governing Your Account

You understand that any payment instruction or activity performed using any Online Banking Services provided to you by the Program Partner will be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity.

    1. 3.1. Deposits Into Your Account

You may make deposits into your Account using any of these methods described below. We do not charge you any fees for making deposits. 

Deposit Method

Limitations for Your Account

Direct Deposits*

No limits

Direct payments/ACH debits via ACH Origination Service 

(Deposits resulting from payment requests initiated from your Account)

And 

ACH transfers to your Account from a connected bank account with another institution 

Default

$20,000/day

$50,000/month

International***

$1,000/day

$5,000/month

Standard

$100,000/day

$1,000,000/month

VIP

$400,000/day

$1,000,000/month

Internal transfers between eligible accounts managed by the Program Partner

No limits

Domestic wire

No limits

Cash deposit at in-network ATM

$1,000/transaction

$2,000/day

You can use your debit card to make deposits at in-network ATMs. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.

Checks (via the Check Deposit Services) (see Section 6.2*)

Default

$10,000/day

$50,000/month

International***

$5,000/day

$15,000/month

Basic***

$2,500/day

$10,000/month

Standard

$40,000/day

$120,000/month

VIP

$150,000/day

$300,000/month

* The recipient’s name on any direct deposit, ACH, or check transfer must match the name on the Account or the deposit may be returned to the originator.

** You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.

*** “International” and “Basic” refer to the terms and limits that may apply to U.S. based entities with foreign beneficial owners and other applicants which may be placed in this tier at account opening at Relay’s sole discretion. For cash deposit at in-network ATMs, the terms for U.S. based entities with foreign beneficial owners are the same.

You understand and agree that to initiate deposits via direct payments/ACH debit, you must comply with the ACH Origination Service security procedures described below.

We do not accept cash deposits by mail, or paper check or foreign currency deposits: We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.

  • Cash: We do not accept cash deposits made by mail. If you mail us a cash deposit, we will send the cash back to you.
  • Paper Checks: If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you have on your Account or send the check back to you.
  • Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.

We will send all items back to the address we have for you.  We are not liable if you do not receive the items.

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.

For more information about deposits and when funds from a deposit will be made available to you, please refer to the applicable section below.

    1. 3.2. Our Funds Availability Policy

It is our policy to make deposits made to your Account each business day available for withdrawal according to the table below. The end of the business day is referred to as the "deposit cut-off time". If you make a deposit before our cut-off time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.

If you make a deposit via…

The cut-off time is…

And those funds are available…

Internal transfer between two Accounts you have with us

N/A

Immediately

Direct deposit

3:00 PM ET

Same business day

Cash deposit at in-network ATM

3:00 PM ET

Next business day 

Checks (via the Check Deposit Services)

3:00 PM ET

Within five (5) business days

The availability of funds transferred to your Account from a connected bank account held by another financial institution follow different rules. Please refer below to the section on transfers to and from connected accounts for more information. In addition, the availability of any funds credited to your Account as a result of transactions initiated via the ACH Origination Service also follow different rules. Please refer to the section titled “ACH Origination Service” below for more information.

    1. 3.3. ACH Credit Transactions and UCC Article 4A

Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry will not be deemed to have paid you in the amount of such entry.

Under the operating rules (the “Rules”) of the National Automated Clearing House Association (“NACHA”), which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.

We may accept on your behalf payments to your Account which have been transmitted through one or more automated clearing houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments will be construed in accordance with and governed by the laws of the State of Tennessee, unless otherwise specified in a separate agreement that the law of some other state will govern.

    1. 3.4. Problems that Could Occur With Deposits

If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn. Please refer to the section below concerning overdrafts for more information.

    1. 3.5. Transfers To or From Two Accounts You Have With Us

We may permit you to transfer funds from one Account in your name to another account in your name held by us that is managed by the Program Partner (an “internal transfer”). If we allow such transfers, there are no limits on the number of internal transfers you may make, and internal transfers are immediately available. 

    1. 3.6. Withdrawals From Your Account

You, or, if applicable, an Authorized User, may withdraw funds using your Card or another permitted method to access funds in your Account up to the amount of your Available Balance less applicable fees in your Account using any of the following methods and subject to the following limits: 

Withdrawal Method

Limitations for Your Account

Internal transfers between eligible accounts managed by the Program Partner

No limits

ACH transfers from your Account to a connected bank account at another institution*

And

ACH transfers from your Account to another bank account via ACH Origination Services

Default***

$400,000/day

$600,000/month

Standard

$400,000/day

$600,000/month

VIP

$7,000,000/day

$15,000,000/month

ACH transfer to a merchant or other third party you authorize to withdraw from your Account using your routing number and account number

No limits

ATM withdrawals**

Default

$1,000/day

Standard

$1,000/day

VIP

$5,000/day

Domestic wire

Default*** and Standard

$200,000/day

$400,000/month

VIP

$1,000,000/day

$2,000,000/month

POS transactions and other transactions at merchants using your debit card

Default***

$10,000/day

International****

$7,000/day

Basic****

$5,000/day

Standard

$10,000/day

VIP

$15,000/day

* You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.

**There are no monthly ATM withdrawal limits.

***Indicates that the terms for U.S. based entities with foreign beneficial owners are the same.

**** “International” and “Basic” refer to the terms and limits that may apply to U.S. based entities with foreign beneficial owners and other applicants which may be placed in this tier at account opening at Relay’s sole discretion. For cash deposit at in-network ATMs, the terms for U.S. based entities with foreign beneficial owners are the same.

You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.

Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.

    1. 3.7. Transfers To or From Connected Bank Accounts

You may be provided with the ability to link another bank account you have with another financial institution (“connected bank account”) to your Account with us to make inbound and outbound ACH transfers between the connected bank account and your Account through the Online Banking Services. An “inbound transfer” moves funds into your Account from a connected bank account. An “outbound transfer” moves funds from your Account to a connected bank account. We will facilitate transfers to a connected bank account separate and apart from any access we provide you to the ACH Origination Service (see below).

For inbound transfers, we will debit your connected bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you by the fifth (5th) business day after the funds have been credited to your Account.

For outbound transfers, we will debit your Account with us and credit your connected bank account on the next business day after you initiate the transfer. The financial institution that holds your connected bank account determines when those funds will be made available to you in your connected bank account.

The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day that we are open.

There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see the relevant sections on withdrawal and deposit limits above.

You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You may only link a bank account that is a deposit account, such as a checking, savings or money market account.

    1. 3.8. No Illegal Activity, Internet Gambling and Right to Refuse Transactions

You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for online gambling of any sort, including any betting transaction, purchase of lottery tickets, casino chips, or off-track betting and wagering. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity, online gambling or for any other reason at our discretion.  However, in the event that a charge or transaction described in this section is approved and processed, you will still be liable for the charges.

    1. 3.9. Funds Transfer Services

Funds transfers to or from your Account will be governed by the rules of the funds transfer system(s) through which the transfers are made (“system rules”), including Fedwire, the National Automated Clearing House Association ("NACHA"), the Clearing House Interbank Payments System (“CHIPS”), and the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”). We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our contravention of applicable law, including requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Financial Crimes Enforcement Network (“FinCEN”).  For additional information on electronic fund transfers generally, see below.  For additional information on (1) ACH transactions specifically, (2) check deposits and mobile deposit services, and (3) wire transfers, see the relevant titled sections below. 

If your Account receives incoming ACH transactions (either credits or debits) or wire transfers initiated from within or outside of the United States, both you and we are subject to the Operating Rules and Guidelines of NACHA, or the rules of any wire transfer system involved, and the laws enforced by OFAC. Under such rules and laws, we may temporarily suspend processing of a transaction for greater scrutiny or verification against the OFAC list of blocked parties, which may result in delayed settlement, posting and/or availability of funds.

We reserve the right to temporarily suspend, block or reject the processing of any transaction, to freeze or block certain funds or the full balance of any Account, account owner, account beneficiary, or Authorized User (each, a “Restricted Person”), in each case to the extent we deem reasonably necessary to comply with any notice, order, regulation, rule, requirement or restriction issued or promulgated by OFAC (collectively, the “OFAC Rules”).  To comply with OFAC Rules, we may temporarily suspend processing of a transaction or the availability of a balance for greater scrutiny or verification against the OFAC list of blocked parties, which may result in delayed settlement, posting and/or availability of funds.  If we determine there is a violation or potential violation of the OFAC Rules, or if we cannot satisfactorily resolve a suspected or potential violation, we may reject such transaction or freeze or block the subject funds or full balance of any Account or Restricted Person. If we block the subject funds and you believe you have adequate grounds to seek the return of any blocked funds, it is your sole responsibility to pursue the matter with the appropriate governmental authorities. Please see the OFAC website for procedures and form required to seek a release of blocked funds.

You also will observe all anti-money laundering and exchange control laws and regulations, including economic and trade sanctions promulgated by OFAC, in relation to any funds transfer, and you will use all reasonable efforts to assist us to do likewise. You warrant that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.

Sometimes legal, regulatory, or governmental authorities require additional information, either with respect to individuals, entities, or particular transactions. You warrant that you will promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.

If you, or your Authorized User, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any funds transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies will not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law or regulation.

    1. 3.10. How We Post Transactions To Your Account and Determine Your Available Balance
      1. 3.10.1 Posting Overview

To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:

  • Credit and debit – A credit increases your balance and a debit decreases your balance.
  • Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.
  • Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.
  • Card authorization and settlement – When you use a debit card to make a purchase, the transaction occurs in two steps: card authorization and settlement. Card authorizations reduce your Available Balance, but not your ledger balance. Settlement reduces both your Available Balance and your ledger balance. Card authorizations are removed when settlement occurs or after a certain number of days have passed, whichever is sooner. Please see below for more information about card authorizations and settlement.
      1. 3.10.2 Posting Order

We receive transactions throughout the day and post them to your Account as they are received and in the order that they are received. Note that for debit card transactions, we consider the transaction received when the merchant requests settlement, which may occur several days after you authorize the transaction. See below for additional information concerning how debit card transactions are processed.

We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.

      1. 3.10.3 Determining Your Available Balance

To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract any card authorizations and pending debits. All transactions are debited or credited from your Available Balance in the order received.

Your balance is accessible through the Online Banking Services or by contacting us as indicated above. Keep in mind that your Available Balance may not reflect every transaction you have initiated or previously authorized. For example, your Available Balance may not include transactions you have authorized that we have not received.

      1. 3.10.4 Debit Card Authorizations

If you are issued a debit card with your Account, you will be able to use your card to pay for goods or services or conduct other transactions with a merchant. When you engage in a transaction with a merchant using your debit card, the merchant will request preauthorization (“card authorization”) for the transaction. If there are sufficient available funds in your Account, we will approve the request and reduce your Available Balance for as long as the card authorization remains on your Account. 

Your Available Balance will generally be reduced by the amount of the card authorization. If you use your card at a restaurant, your Available Balance may be reduced by the amount of the card authorization plus up to an additional twenty percent (20%) of that amount, to account for potential tipping.

The card authorization will remain on your Account until the merchant sends us the final amount of the transaction and requests payment (“settlement”). In most cases, If the merchant does not request settlement, or the merchant is delayed in requesting settlement, the card authorization will automatically be removed after three (3) days. However, for certain merchants such as hotels and rental car companies, it may take up to thirty (30) days for the card authorization to be removed.

It is important to understand that the merchant controls the timing of card authorizations or settlement. A merchant may request settlement after the card authorization has been removed from your Account. This means that if you use the funds in your Account after the card authorization has been removed and the merchant later requests settlement, your Account may become overdrawn. A merchant may also request settlement for an amount that is different than the card authorization. Therefore, it is important that you keep track of your transactions and your balance. Once we have approved a card authorization, we cannot stop the transaction and you will be responsible for repaying any negative balance that may occur.

    1. 3.11. Statements

Statements will periodically be provided to you by through the Online Banking Services, via the Relay mobile application and the Relay website https://relayfi.com/, as long as your Account is not inactive. You will receive a statement monthly as long as you have transactions on your Account during the statement period. If there were no transactions on your Account, we may not provide you with statements or may provide you with statements on a less frequent basis. You will not receive paper statements.

    1. 3.12. Errors On Your Account and Limitations of Liability

You will carefully review your statements for your Account and all cards and will promptly report to us any errors or unauthorized activity by email at the address indicated above within thirty (30) days after we make the statement available to you. Unless otherwise specified in this Agreement or required by law, if you do not provide us with timely notice of an error or unauthorized activity, we will deem our records concerning your Account and all cards to be correct and we will not be liable to you for any Loss you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your Account at any time and without notice to you to correct an error or address unauthorized activity. 

Please refer to the relevant section below for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability. 

    1. 3.13. Overdrafts, Nonsufficient Funds and Negative Balances

We do not permit you to overdraw your Account. If the Available Balance in your Account is not sufficient to cover any transaction you have authorized, we may return the transaction or refuse to process the transaction. However, there may be instances where your Account can still go into the negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any negative balance. If your Account has a negative balance for sixty (60) calendar days or more, we may close your Account.

    1. 3.14. Closing Your Account and Account Suspensions

You can close your Account at any time and for any reason by email at the contact provided above. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.

We may also suspend or close your Account, or suspend, or disable any service or feature of your Account, at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, if multiple transactions are returned on your Account, or if you otherwise present undue risk to us or our third-party service providers. 

Accounts with a zero balance will continue to be charged any applicable fees until you request to close your Account. We may close an Account with a zero balance on the fee period ending date or at month end without prior notification to you. Once an Account is closed (either by you or us), no fees will be assessed on the Account.

We may also close your Account if you have not made any deposits or withdrawals from your Account in over twelve (12) months. In addition, cancelling your enrollment in the Online Banking Services with the Program Partner will result in our closure of the Account and our return of your funds. 

If your Account is closed with a balance greater than $1.00, we will return any funds you may have in the Account to you by ACH transfer to another bank account or by paper check. We reserve the right not to return the funds to you if the balance in your Account is $1.00 or less. 

We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including all indemnifications obligation by you, our limitations of liability, and all terms governing arbitration).

    1. 3.15. Dormancy, Inactivity and Unclaimed Property

State law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period of time specified under applicable law. Each state has varying laws as to when an account becomes dormant, and we may be required to send the balance in your Account if it becomes dormant to the state of your last known address. We will make reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds by simply conducting transactions, contacting us about your Account or replying to any abandoned property notices we may provide to you.

We may also place your Account in an inactive status if you have not had any transaction for at least six (6) months. If your Account becomes inactive, you may not receive statements or be able to conduct certain transactions. Inactive Accounts must be reactivated. Contact us by email to reactivate your Account.

    1. 3.16. Account Fees and Fee Schedule

You will pay all fees and charges applicable to your Account. All fee amounts will be withdrawn from your Account and will be assessed regardless of whether you have sufficient funds in your Account, except where prohibited by law. Fees are subject to change at any time. We will provide you advance notice of any changes where required by law.

Fee Description

Fee Amount and Frequency

Additional Details

Monthly subscription fee

$30.00/month

Fee only applicable to VIP accounts

Domestic wire fee

$5.00/wire

Outgoing international wire fee

$10.00/wire

International transaction fee

One percent (1%) of the transaction

You will be charged this fee for any ATM or POS transactions conducted outside the United States. 

Out-of-network ATM transaction fee 

[TBD]/transaction

You may be charged a fee, including for balance inquiries, by the operator of an out-of-network ATM.

You can avoid fees by using an in-network ATM. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. 

  1. 4. Electronic Fund Transfers

Your Account allows you to withdraw funds up to the Available Balance or make deposits through electronic fund transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers, debit card transactions and direct deposits. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Account. You may also receive additional services through Online Banking Services provided by the Program Partner, that allow you to initiate EFTs to and from your Account that are not described in this Agreement. In the event the Program Partner provides such additional services, you will be provided separate agreements and disclosures applicable to those services by the Program Partner.

    1. 4.1. Types of EFTs Supported by Your Account

Your Account allows the following types of EFTs:

  • Direct deposits from your sources of income
  • Transfers to or from your Account to or from a connected bank account
  • Transfers to or from your Account to a merchant or other third party by providing the third party with your Account routing number and account number
  • Purchases or other transactions using your debit card
  • ATM deposits or withdrawals using your debit card
    1. 4.2. Limitations on EFTs

There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer above for information concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer above to the section concerning withdrawals. For limits that apply to transfers to or from your Account from a connected bank account, please refer above to the section concerning transfers to or from connected accounts. These security-related limits may change from time to time.

If you have been issued a debit card for your Account, there may also be transaction limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any limitations and other terms.

    1. 4.3. Documentation of Your Transactions

We will provide you information about each transaction that debits or credits your Account on your statements. Please refer above for information about statements. You may also be able to view your transaction history and other information through Online Banking Services provided to you by the Program Partner. You may also contact us as detailed above for information concerning your Account or your transactions.

If you are provided with a debit card, you can get receipts at the time you make a withdrawal at an ATM or a purchase at a point-of-sale terminal when using your card.

    1. 4.4. Preauthorized Transfers, Stop Payments and Notices of Varying Amounts

If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a “Preauthorized Transfer.” You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal.  We may charge a fee to stop payment on Preauthorized Transfers (as outlined in the fees section above).

      1. 4.4.1. How to Request a Stop Payment

If you authorize a third party to take payments from your Account on a regular basis through a Preauthorized Transfer, you can place a stop payment on those payments by contacting us by email at the address listed above at least three (3) business days before the next payment is scheduled to be made. To be effective, a stop payment request must be received within this time specified, and with all of the information required below, so as to give the Bank a reasonable opportunity to act on it.

You must provide us with (a) your name, (b) your Account number, (c) the company or person taking the payments, and (d) the date and amount of the Preauthorized Transfer you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.

It is your responsibility to ensure that all of the information supplied in you notice is correct and to promptly inform us of any inaccuracies. We are not liable for failing to stop payment if you have not given us sufficient information or if your stop payment request comes too late for us to act on it. If we stop payment, you will indemnify, defend and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers (collectively, "Indemnified Parties") harmless from any and all losses, liabilities, costs, and expenses (including reasonable fees and expenses for attorneys, experts and consultants, reasonable out-of-pocket costs, interest and penalties), settlements, fines, fees, penalties, equitable relief, judgments, and damages ("Losses") imposed on or sustained, incurred or suffered by any of the Indemnified Parties, whether actual or threatened or proven or not, in respect of any and all actions, audits, arbitrations, assertions, suits, mediations, litigations, proceedings, examinations, hearings, inquiries, investigations, charges, complaints, claims (including counter or cross-claims), or demands by whosoever asserted ("Claims"), without regard to the merit or lack thereof, arising from or related in any way to our refusal to pay the transaction on which you stopped payment. The foregoing indemnity will not apply if and to the extent expressly prohibited or restricted by the laws or regulations governing you or your Account. 

    1. 4.5. Questions About Your EFTs and Reporting Errors or Unauthorized EFTs

You may contact us with questions concerning EFTs that occur on your Account. For card related transactions, contact us at 1-833-333-0417; for all other transactions call us at the phone number or email address listed above.

You may also contact us using the methods above to report suspected errors or unauthorized EFTs. Be sure to contact us immediately if you believe that an error or unauthorized EFT has occurred or may occur concerning your Account, or if your Account, debit card, or Online Banking Services login credentials have been lost, stolen or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:

  • Your name and Account number.
  • A description of the error or the EFT you are unsure about and a clear explanation of why you believe it is an error or why you need more information.
  • 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 by email within ten (10) business days. 

After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.

    1. 4.6. Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment

We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. You agree that in no event will we be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of your Loss. You also agree that we will not be liable for any amount of Loss that you may incur if you:

  • Do not tell us about an error or unauthorized EFT within thirty (30) days after the first statement showing the error or unauthorized EFT is made available to you; or
  • If you do not provide us with the information necessary to place a stop payment on a Preauthorized Transfer in a timely manner.

In addition, we are not liable for any Losses you may incur in any of the following circumstances:

  • If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
  • If the ATM you use does not have enough cash.
  • If the failure is due to an equipment or system breakdown, such as a problem with the Online Banking Services provided by the Program Partner, that you knew about before you began a transaction.
  • If your funds are not available due to a hold or if your funds are subject to legal process.
  • If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
  • If your Account is closed or inactive.

There are additional limitations on our liability in this Agreement and there may be additional exceptions or limitations stated in our or Unit’s agreements with you or permitted by law.

  1. 5. ACH Origination Service
    1. 5.1. Description of ACH Origination Service

The ACH Origination Service allows you to instruct us to create and/or send a NACHA formatted file on your behalf to execute the transfer of funds to/from another financial institution to disburse/concentrate funds or to make payments/collect funds to/from another party via the system. All transactions executed through the ACH Origination Service described above will be collectively known as (“ACH transactions”). The ACH Origination Service is only accessible through the Online Banking Services. Your use of and access to the ACH Origination Service is separate and apart from your ability to facilitate transfers via ACH to a connected bank account. 

We will facilitate only Internet-Initiated/Mobile Entry (“WEB”) and Corporate Credit or Debit Entry (“CCD”) ACH transactions through the ACH Origination Service. We will select, at our sole discretion, whether to facilitate any given ACH transaction as a WEB transaction or CCD transaction.

Unless otherwise defined in this Agreement, capitalized terms that appear in this section will have the meanings set forth in the Rules of NACHA.

    1. 5.2. Processing Deadlines

Except as provided in Security Procedures in below, we will (a) process entries received from you to conform with the file specifications set forth in the Rules, (b) transmit such entries as an Originating Depository Financial Institution to the Federal Reserve Bank, and (c) settle for such entries to the specified accounts as provided in the Rules.

We will transmit such entries to the Federal Reserve Bank by the deadline of the ACH one (1) business day prior to the effective entry date shown in such entries, provided (i) such entries are received 3:00 PM ET on a business day, (ii) the effective entry date is at least two (2) days after such business day, and (iii) the Federal Reserve is open for business on such business day. A “business day” is a day in which the Federal Reserve Bank is opened to the public for carrying on substantially all of its business, other than a Saturday, Sunday, or legal holiday.

If any of the requirements of clause (i), (ii), or (iii) listed above are not met, we will use reasonable efforts to transmit such entries to the Federal Reserve Bank by the next deposit deadline on which the Federal Reserve is open for business.

    1. 5.3. ACH Rules

When engaging in any transaction through the ACH Origination Service, you will comply with the Rules. You can obtain a copy of the Rules from NACHA at 13450 Sunrise Valley Drive, Suite 100 Herndon, VA 20171; instructions for obtaining a copy of the Rules are also available at www.nacha.org. You agree to comply with and be bound by the Rules. In the event you violate any of the applicable Rules and NACHA imposes a fine on us because of your violation, we may charge the fine to you. We agree to inform you of revisions to the Rules of which we have knowledge. Our current process does not support the origination of IAT’s (international ACH transactions).

    1. 5.4. Security Procedures 

Our security procedures or security requirements are integrated into the Online Banking Services, and you acknowledge and agree that these security procedures are a commercially reasonable method of providing security against unauthorized payment orders. You agree to submit ACH origination requests solely through the Online Banking Services. 

    1. 5.5. Our ACH Origination Obligations

In a timely manner and in accordance with the Rules, we will process, transmit and settle for the entries received from you, which comply with the terms of this Agreement and/or any addendums or future addendums.

    1. 5.6. Warranties

You warrant and agree that:

  • Each entry is accurate, timely, and has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules;
  • Each debit entry is for an amount, which on the settlement date with respect to it, will be owing to you from the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit entry;
  • You have complied with all pre-notification requirements of the Rules; and
  • You will comply with the terms of the Electronic Funds Transfer Act, if applicable, or Uniform Commercial Code Article 4A if applicable, and the laws of the United States. You will otherwise perform your obligations under this Agreement in accordance with all applicable laws and regulations. 
    1. 5.7. Authorized Daily Dollar Limits

There are limitations on the frequency and amount of ACH transactions you can originate from your Account using the ACH Origination Service. For limits that apply to transactions that credit or deposit funds into your Account, please refer to the section above concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to the section above concerning withdrawals. These security related limits may change from time to time.

Inherent to the implementation of any ACH Origination Service is a degree of risk assumed by us. It is possible for you to expose us to significant financial liability if you do not have sufficient funds on deposit in the Account to settle ACH transactions or returns. We reserve the right to periodically request and review your financial information and revoke your access to ACH Origination Service if we believe, in our sole discretion, that you cannot financially support your liability for ACH transactions originated from the Account. 

The following types of ACH transactions may be originated using the Account and the Online Banking Services: CCD and WEB. 

    1. 5.8. Provisional Credit

You acknowledge that the Rules make provisional any credit given for an entry until the financial institution crediting the account specified in the entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the originator of the entry will not be deemed to have paid the party.

    1. 5.9. Settlement

You will maintain the Account during the term of this Agreement. You will maintain in the Account as of the applicable settlement date immediately available funds sufficient to cover all credit and debit entries initiated by you. You authorize us to debit the Account on the applicable settlement date in the amount of each entry. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that we may debit any account maintained by you with us or that we may set off against any amount we owe to you, to obtain payment of your obligations under this Agreement.

    1. 5.10. Cancellation or Amendment

You will have no right to cancel or amend any entry/file after its receipt by us. However, we will use reasonable efforts to act on a request, in writing, by an Authorized User to cancel an entry/file before transmitting it to the Federal Reserve Bank. Any such request will comply with the security procedures described above. You may be required to submit a new transfer request in writing or electronically through the Online Banking Services. We will have no liability if the cancellation or change is not affected.

    1. 5.11. Reversals

You may request the reversal of an entry for erroneous or duplicate transactions that have been transmitted to the Federal Reserve by contacting us through the Online Banking Services. 

    1. 5.12. Rejection of Entries

We will reject any entry, including an on-us entry, which does not comply with the requirements of this Agreement and may reject any entry if you are not otherwise in compliance with the terms of the Agreement. We will notify you by email or via the Online Banking Services of such rejection no later than the business day such entry would otherwise have been transmitted by us to the ACH or, in the case of an on-us entry, its effective entry date.

    1. 5.13. Returned Entries

We will notify you by email or via the Online Banking Services of the receipt of a returned entry from the Federal Reserve no later than one (1) business day after the business day of such receipt. We will have no obligation to re-transmit a returned entry if we complied with the terms of this Agreement with respect to the original entry.

You agree not to exceed ninety five percent (95%) of any thresholds set forth in the Rules for returns on the basis that the Transaction was unauthorized, returns for administrative reasons, or all returns regardless of the cause in any thirty (30) day period. You further agree not to exceed one-half percent (0.5%) returns on the basis that the Transaction was unauthorized in any thirty (30) day period irrespective of whether any NACHA thresholds have been exceeded. Returns on the basis that the transaction was unauthorized will be assigned a NACHA return status of R07 (“authorization revoked by customer”), R10 (“customer advises not authorized”), or R29 (“corporate customer advises not authorized”).

We reserve the right to limit, suspend, or terminate your ACH Origination Service privileges for any violation of this section. 

    1. 5.14. Notifications of Change

We will advise you of all notifications of changes that we receive related to entries that you transmit by email or via the Online Banking Services no later than five (5) business days after receipt thereof. 

    1. 5.15. Fees

You agree to pay us for ACH Origination Service provided under the Agreement in accordance with the current schedule of fees above. We may change our fees from time to time upon written notice. 

    1. 5.16. Audits

We will have the right to audit any records for compliance with the agreements and Rules relating to ACH transactions originated by you.

    1. 5.17. ACH Origination Service Liability, Limitations on Liability & Indemnity

WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE ACH ORIGINATION SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY FILE RECEIVED FROM YOU) OR THOSE OF ANY OTHER PERSON. WE ARE AUTHORIZED BY YOU TO PROCESS TRANSACTIONS IN ACCORDANCE WITH THE INFORMATION THAT WE RECEIVE IN THE ISSUED FILE TRANSMISSION FROM YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE FILE, AND WE SHALL HAVE NO RESPONSIBILITY FOR ERRONEOUS DATA PROVIDED BY YOU. YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) WE SUFFER OR INCUR RESULTING FROM ANY THIRD-PARTY LAWSUIT, CLAIM, ARBITRATION OR OTHER ACTION, ACTUAL OR THREATENED, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

 IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, NATURAL DISASTER, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL. NOTWITHSTANDING THE ABOVE, WE WILL REIMBURSE YOU FOR EXPENSES INCURRED (E.G., WIRE FEES) IN THE EVENT OF OUR FAILURE OR DELAY IN TRANSFERRING FUNDS SOLELY CAUSED US.

IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT OR OMISSION OF YOU OR ANY OTHER PERSON.

PERFORMANCE INTERRUPTION OF THE ACH ORIGINATION SERVICE FOR ANY REASON SHALL NOT RELIEVE YOU OF YOUR OBLIGATION TO MAKE ANY TAX DEPOSIT, AND WE WILL INCUR NO LIABILITY TO YOU FOR YOUR FAILURE TO MAKE ANY REQUIRED TAX PAYMENT BY OTHER MEANS IN THE EVENT OF SUCH INTERRUPTIONS.

    1. 5.18. Inconsistency of Name and Account Number

You acknowledge that, if an entry describes the Receiver (as defined under NACHA) inconsistently by name and/or account number, payment of the entry may be made based on the account number even if it identifies a person different from the named Receiver. You are solely responsible for providing correct information for all ACH Origination Service requests through the Online Banking Services. 

    1. 5.19. Termination

You may cancel your ACH Origination Service at any time by providing us with written notice. Your access to the ACH Origination Service through Online Banking Services will be suspended within three (3) business days of our receipt of instructions to cancel your ACH Origination Service from any Authorized User. We will be entitled to rely on any written notice believed by us, in good faith, to be signed by any Authorized User. We will have no obligation to transmit entries if you are in default of any of its obligations under this Agreement, including the obligation to pay any related fees for each credit and debit entry. 

You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated and recurring transactions, will be cancelled as a result of termination of your ACH Origination Service. You agree that we can terminate or limit your access to the ACH Origination Service for any of the following reasons without prior notice:

  • If you have insufficient funds in your Account. The ACH Origination Service may be reinstated, at our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits;
  • You breach of any term of this Agreement and/or the Rules; or
  • Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion. Any unprocessed transactions including future dated and recurring transactions will be cancelled as a result of termination of your ACH Origination Service.
    1. 5.20. Notice Disclosure

Under the Rules, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item, and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statements we provide you.

  1. 6. Check Deposits and Mobile Deposit Services

As defined in the Check Clearing for the 21st Century Act (“Check 21”), a “check” is a draft, payable on demand and drawn on or payable through or at an office of a bank, whether or not negotiable, that is handled for forward collection or return, including substitute checks (see below) and travelers checks.

You can only deposit checks into the Account using the mobile check deposit services (the “Check Deposit Services,” as further described herein) and in accordance with the terms of this Agreement. 

    1. 6.1. Substitute Checks and Your Rights

Federal rules for Check 21 allow banks to replace original checks with “substitute checks,” as defined in Check 21.  Below are the details and your rights related to substitute checks.

      1. 6.1.1. Substitute Checks

To make check processing faster, federal law permits banks to replace original checks with “substitute checks.” These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute check states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use a substitute check as proof of payment just like the original check.

Some or all of the checks that you receive back from us may be substitute checks. This notice describes rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks or to electronic debits to your account. However, you have rights under other law with respect to those transactions.

    1. 6.2. Mobile Check Deposit Services

The Check Deposit Services allow you to make deposits to your Account from a compatible mobile device by scanning or photographing checks and delivering the images and associated deposit information to us or our designated processor. By using the Check Deposit Services, you agree to comply with all applicable laws and regulations and NACHA rules that apply to remote deposit check capture processing and ACH transaction processing.

      1. 6.2.1. Eligibility to Use the Check Deposit Services

Accountholders adhering to all requirements described herein may be eligible to use the Check Deposit Services. Not all Accounts are eligible for the Check Deposit Services. We may terminate your use of the Check Deposit Services at any time at our sole discretion. You may also stop using the Check Deposit Services at any time. However, any images or information transmitted through your use of the Check Deposit Services will continue to be subject to this Agreement after termination. We may change our eligibility criteria at any time with or without notice to you.

To use the Check Deposit Services, you must have an internet-enabled iOS or Android device with a camera, be enrolled in the Online Banking Service, and have downloaded our latest version of the Program Partner’s mobile application containing the Check Deposit Services functionality.

      1. 6.2.2. Eligible Items

You agree that the only images you will scan or capture and deposit (“transmit”) to your Account through use of the Check Deposit Services will be Eligible Items. “Eligible Items” include paper items that are defined as “checks” or “certified checks” under Federal Reserve Regulation CC and other paper items not otherwise prohibited by this Agreement. You agree that images deemed to be Ineligible Items (see below) may not be transmitted to your Account and will be rejected by us. You further agree that the image of the Eligible Item transmitted to us will be deemed an “item” within the meaning adopted in the Uniform Commercial Code of the State of Tennessee.

      1. 6.2.3. Ineligible Items

You agree you will not use the Check Deposit Services to scan or deposit images of items that: 

  • are not payable in United States currency; 
  • are not drawn on a financial institution located in the United States; 
  • are payable to someone other than you; 
  • are money orders, savings bonds, or traveler’s checks; 
  • are checks authorized over the telephone and created remotely; 
  • are images of a check that never existed in paper form; 
  • must be authorized or activated by us prior to being deposited; 
  • have already been deposited by or returned to you; 
  • are not legible or do not conform to our standards, as determined in our sole discretion; 
  • are fraudulent, not authorized, suspicious or not likely to be honored; 
  • are not dated, are post-dated, or are more than six (6) months old when transmitted; 
  • do not comply with the requirements established from time to time by any applicable statute, regulation, regulatory agency, clearing house or association; 
  • we deem to be Ineligible Items herein or at any other time, with or without prior notice to you;
  • do not comply with the requirements of the Agreement; or
  • do not meet the Technical Requirements described below. 

These items, collectively, are “Ineligible Items” under this Agreement, and they are not eligible for deposit into your Account via the Check Deposit Services.

      1. 6.2.4. Image Capture, Transmission, Processing and Payment

All images you transmit to us using the Check Deposit Services must comply with the technical requirements we may specify from time to time (the “Technical Requirements”). You are responsible for all expenses you incur to meet the Technical Requirements. We reserve the right to change the Technical Requirements at any time without prior notice. 

You are responsible for reviewing and validating the accuracy and completeness of any information you transmit to us, including the amount indicated on the item and the legibility of the image transmitted. You will only submit check images that meet our quality standards. You will not transmit an image or images of the same check to us more than once and will not deposit or negotiate, or seek to deposit or negotiate, such check or item with us or any other party. 

You will be solely responsible for ensuring the quality, accuracy and completeness of the images you transmit using the Check Deposit Services. You will be solely responsible for the selection, use and operation of the mobile device you use to transmit images.  

We can attempt to process, collect, present for payment, return or re-present images you attempt to transmit in any way we choose that is allowed by law. 

We can also reject any transmission for any reason at our option and without liability. An image will be deemed received when you receive a confirmation from us that we have received the image. Receipt of such confirmation does not mean that the transmission was an Eligible Item or accepted.

If an image does not meet our requirements, we can also at our option: 

  • process the image as received for payment; 
  • correct the image or its accompanying data and process the corrected image for payment; 
  • process the deposit for payment in another format as allowed; or 
  • debit (chargeback) your Account for the amount indicated in the image. 

Successfully transmitting an image to us does not mean that your transmission and deposit are complete. All of your images are subject to our further verification prior to being accepted for deposit and payment. Do not destroy the item transmitted as an image until you see the full deposit amount posted when you view your transaction history via the Online Banking Services.

      1. 6.2.5. Limits for the Check Deposit Services

There may be limitations on the frequency and amount of transactions you can make using the Check Deposit Services. Please refer to the section above concerning deposit limitations for information on transaction limitations that will apply to your use of the Check Deposit Services.

      1. 6.2.6. Required Endorsements on Items You Deposit and Managing the Original Item

When you transmit an image to us, you will still have possession of the original item. To prevent an additional submission of the item for payment, you are required take the following steps: 

  • Before you transmit an image to us, you must endorse the original item being captured for transmission by signing the back of the original item and writing the words “For deposit only at Thread Bank” either above or below your signature. 
  • After you transmit the image to us, you should write the date and the words “Deposited by Check Deposit Services” on the front of the item and keep the original item in a safe place.

You should not deposit or attempt to cash the item after transmitting the image to us.

      1. 6.2.7. Availability of Your Deposits Using the Check Deposit Services

You acknowledge that items transmitted using the Check Deposit Services are not subject to the funds availability rules contained in Regulation CC. Funds deposited using the Check Deposit Services will ordinarily be made available to you for withdrawal within five (5) business days after the day you make your deposit. See below for information concerning how we determine the day your deposit is made. We may make such funds available sooner or later based on the length and extent of your relationship with us, transaction and experience information, and other security and risk-related factors as we, in our sole discretion, deem relevant

      1. 6.2.8. Cutoff Times for Deposits Using the Check Deposit Services

If you successfully transmit an image to us before the cutoff time of 3:00 pm ET for the Account on a business day that we are open, we will consider that day to be the day of your deposit. After that time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.

      1. 6.2.9. Errors

You agree to notify us of any suspected errors regarding items transmitted through the Check Deposit Services right away, and in no event later than sixty (60) days after the first Account statement on which the error appears is made available to you. Unless you notify us of an error within sixty (60) days after the applicable Account statement is made available to you, all deposits made through the Check Deposit Services that appear on that statement will be deemed correct and we will have no obligation to investigate any claim of error you make.

      1. 6.2.10. Chargeback

We can chargeback your Account or any other deposit account you have with us for the amount of any item, its image or any other representation of an item that is: 

  • returned to us; or 
  • is rejected by us for any reason, including when we believe it has been previously submitted or deposited with us or with anyone else. 

This is true even if you have made withdrawals against any amount we have credited to your Account for the deposited item that was returned or rejected. 

We can also charge fees connected to the chargeback as described in your Account Agreement and any other agreements you have with us.

      1. 6.2.11. Fees

There may be fees associated with your use of the Check Deposit Services. Please refer to the fees section above for all fee information. 

      1. 6.2.12. Security

You are responsible for protecting your mobile device against unauthorized use as well as any Losses from unauthorized access. You will protect your mobile device, set up strong passwords and take other reasonable security precautions to protect your mobile device from unauthorized use. Always keep your passwords secret and remember that neither we nor any of our employees or agents will ever ask for your password. If you receive a communication from anyone requesting that you provide your password, do not respond. We are not responsible or obligated for any of these security precautions. If another person uses the Check Deposit Services with your mobile device, you will be responsible for their actions on the Account as well as anyone else they allow to use your mobile device. This will be true even if you did not want, or agree to, their use.

If your mobile device is lost or stolen, or if you believe there has been unauthorized activity involving the Check Deposit Services, tell us immediately by contacting us as specified above and promptly change your password.

      1. 6.2.13. Check Deposit Services Disruption

The Check Deposit Services might not be available from time to time due to maintenance, technical problems or other reasons. We are not responsible if the Check Deposit Services are not available. We cannot assume responsibility for any technical or other difficulties or any resulting damages that you may incur. We reserve the right to change, suspend, discontinue, or limit your use of the Check Deposit Services, in whole or in part, immediately and at any time without prior notice to you.

      1. 6.2.14. Ownership and License

You agree that we retain all ownership and proprietary rights in the Check Deposit Services, associated content, technology, and website(s). Your use of the Check Deposit Services is subject to and conditioned upon your complete compliance with this Agreement. Without limiting the effect of the foregoing, any breach of this Agreement immediately terminates your right to use the Check Deposit Services. Without limiting the restriction of the foregoing, you may not use the Check Deposit Services: 

  • in any anti-competitive manner; 
  • for any purpose which would be contrary to our business interests (as deemed by us in our sole discretion); or 
  • to our actual or potential economic disadvantage in any aspect. 

You may not copy, reproduce, distribute or create derivative works from the content and agree not to reverse engineer or reverse compile any of the technology used to provide the Check Deposit Services.

      1. 6.2.15. Indemnification and Limitation of Liability

You will indemnify, defend, and hold the Indemnified Parties, and any of our services providers responsible for administering the Check Deposit Services, harmless from any and all Losses imposed on or sustained, incurred or suffered by any of the Indemnified Parties or any of our services providers responsible for administering the Check Deposit Services, whether actual or threatened or proven or not, in respect of any and all Claims, without regard to the merit or lack thereof, arising from or related in any way to (a) your breach of the Agreement, (b) a return of a check deposit made using the Check Deposit Services due to incomplete or incorrect information provided, a closed account, or insufficient funds, and (c) fraudulent activity. 

YOU AGREE YOUR USE OF THE CHECK DEPOSIT SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES, INCLUDING OUR SERVICE PROVIDERS) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS”, "WHERE IS", AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL (i) MEET YOUR REQUIREMENTS, (ii) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) PROVIDE ACCURATE OR RELIABLE RESULTS.

You agree that neither we nor any service provider we use to facilitate the Check Deposit Services will be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including damages for loss of profits, goodwill, use, data or other Losses resulting from the use or the inability to use the Check Deposit Services incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of the Check Deposit Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof. 

      1. 6.2.16. Termination

We may terminate your access to the Check Deposit Services for any or not reason, including due to your material breach of this Agreement, your fraudulent actions or omissions with respect to your use of the Check Deposit Services, if you become insolvent or file for bankruptcy, or if there is a change in the Rules that govern your use of the Check Deposit Services. 

      1. 6.2.17. Third-Party Beneficiary

You acknowledge and agree that any third-party service provider that facilitates your use of the Check Deposit Services is a third-party beneficiary of this Agreement and that the third-party service provider has the right to directly enforce your obligations of this Agreement against you.

  1. 7. Wire Transfers

The Account may permit domestic wire transfers through Online Banking Services provided to you by the Program Partner. 

    1. 7.1. Types of Wire Transfers Supported by Your Account

Your Account may support receiving and/or initiating domestic wire transfers. Refer to the relevant sections above to determine whether you will be able to receive wires, initiate wires, or both. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. 

We may select any means for the transmission of funds that we consider suitable. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties will be deemed your agents, and we will not be liable for any errors, delay, mis delivery, or failure of delivery by any of them except as required by applicable law.

    1. 7.2. Limitations on Wire Transfers

There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to the section above concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to the section above concerning withdrawals. There may be limits on the beneficiaries who can receive a wire transfer you initiate from your Account. These security-related limits may change from time to time.

    1. 7.3. Cut-Off Times for Wire Transfers

We have cut-off hours for processing wire transfers. If a wire request is received by 4:00 PM ET on a business day and verified through our security procedures outlined in the section below titled “Security Procedures,” funds will be processed the same business day. If it is received after 4:00 PM ET or on a non-business day and verified through our security procedures, funds may be processed the next business day. 

We may treat any wire transfer request received at or after our cut-off time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day.

    1. 7.4. Security Procedures

You agree and consent to the use of certain security procedures by us to confirm the validity of the wire transfer request made pursuant to this Agreement. You understand the security procedures are not designed to detect errors in the content of the wire transfer request or to prevent duplicate transfers. Some elements of the procedures will vary, depending upon the method used to initiate a wire transfer. You hereby agree that your utilization of any security procedure established hereunder will constitute your agreement to its use and affirmative acknowledgment of its commercial reasonableness. 

You further agree that any wire transfer request that is acted upon in good faith by us in compliance with these security procedures, whether in fact authorized by you, will constitute an authorized wire transfer. 

    1. 7.5. Liability for Incorrect Wire Transfers

You are responsible for providing us with the accurate name and account number for wire transfers, and we are responsible for transmitting money to the account number you provided.

When you provide us with a name and account number for us to process a wire transfer, we may make payment solely on the basis of the account number, even if the account number identifies a person different from the beneficiary so named. We or an intermediary bank may send a wire transfer to an intermediary bank or beneficiary's/designated recipient's bank based solely on the bank identifying number, even if the payment order indicates a different name. You should be very careful when providing the account number for a wire transfer. 

If you have provided us with the wrong account number, there may be no way to correct the error or retrieve the funds. You agree that you will pay the amount of a wire transfer even in such circumstances. You are responsible for all Losses resulting from an incorrect account number or your misidentification of the beneficiary/designated recipient.

If you think a wire transfer is wrong or if you need more information about a wire transfer, you must contact us by email at the address provided above as soon as possible and no later than fourteen (14) days after you receive your monthly statement. If you do not tell us about an error, we will not have any obligation to pay interest on the amount of an unauthorized or erroneous wire transfer for which we are liable, and you will also be liable to us for all Losses we may incur.

    1. 7.6. Payment

You must pay us the amount of the wire transfer, plus any applicable fees, before we will execute the wire transfer request. Please see the applicable section of Agreement above for fees applicable to wire transfers.

    1. 7.7. Execution of Wire Transfers

A wire transfer request is considered accepted by us when we execute it. Please refer to the section above concerning cut-off times for more details. You can verify whether your wire transfer request has been executed by contacting us using one of the methods specified above.

We have no responsibility to accept any incoming wire transfer(s) for your benefit. Likewise, we have a right to reject any wire transfer request(s) for an outgoing wire transfer for reasons including insufficient or uncollected funds in the account specified in the wire transfer request, a request that fails any required security procedures, our inability to execute the wire transfer for the reasons set out in the section of this agreement entitled method used to make the wire transfer above, or if we are unable to verify the authenticity of the wire transfer request. If we stop a domestic outgoing wire transfer, we will refund the fee.

If we determine, in our sole discretion, not to honor, execute, or accept a wire transfer request, we will make reasonable efforts to notify you. We will also make reasonable efforts to notify you promptly if a wire transfer is returned to us after its execution. In either case, we will have no liability by reason of our delay or failure to provide you with notice, and we will have no obligation to resend a wire transfer if we complied with the original wire transfer request and such wire transfer was returned to us.

    1. 7.8. Cancellation or Amendment of Wire Transfer

Once we receive a wire transfer request, it may not be able to be canceled or amended. However, at our discretion, we may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which we are notified of a request for cancellation or amendment complies with our security procedures. However, we will have no liability if such cancellation or amendment is not affected. Any cancellation or amendment of a wire transfer by us will relieve us of any obligation to act on the original wire transfer request.

    1. 7.9. Interest

In addition to the limitation of liability in this Agreement, except as otherwise provided by applicable law, the maximum period for which we will be liable for interest on any amount to be refunded or paid to you with respect to an unauthorized, erroneous, or other wire transfer request is thirty (30) days.

    1. 7.10. Your Liability for Unauthorized Wire Transfers

Except as otherwise provided by law, you will be liable for all Losses to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized representatives. Such liability includes instances when a current or former authorized representative effects one or more wire transfers or improper use of telephone security procedures to affect a wire transfer to your detriment.

  1. 8. Other Legal Terms and Conditions
    1. 8.1. No Assignments

You may not assign, transfer, or otherwise delegate, whether by operation of law or otherwise, your Account or your rights or obligations, in whole or in part, under this Agreement. Any assignment, transfer or delegation or attempted assignment, transfer or delegation in violation of the foregoing shall be void.  Notwithstanding, the Bank may assign, transfer or otherwise delegate its rights or obligations, in whole or in part, under this Agreement in our sole discretion. 

    1. 8.2. Legal Processes and Claims Affecting Your Account

If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are responsible for all Losses 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 is a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (a) place a hold on your Account and refuse to pay out any funds until we are satisfied that the dispute is settled; (b) close your Account and send the balance to the named account holder; (c) require a court order to act; or (d) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.

    1. 8.3. Limitation of Liability and Disclaimer of Warranty

 EXCEPT AS REQUIRED BY LAW, TO THE EXTENT WE ARE FOUND LIABLE, OUR LIABILITY TO YOU FOR A CLAIM WILL NEVER EXCEED THE AMOUNT OF ACTUAL DAMAGES PROVEN BY YOU AND IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. OUR LIABILITY MAY ALSO BE FURTHER REDUCED BY THE AMOUNT OF THE LOSS THAT IS CAUSED BY YOUR OWN NEGLIGENCE OR LACK OF CARE, AS WELL AS ANY RECOVERY OF THE LOSS YOU OBTAIN FROM THIRD PARTIES.

IN NO EVENT WILL YOU BE ABLE TO RECOVER FROM US ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES (INCLUDING COUNSEL AND THIRD PARTY FEES OR FINES) OR LOST PROFITS, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, (a) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES; (b) EVEN IF SUCH DAMAGES, LOSSES OR EXPENSES WERE FORESEEABLE, (c) WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BANK WILL NOT BE LIABLE FOR ANY ERROR, FAILURE OR DELAY IN OUR ABILITY TO PERFORM OUR OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY ERROR, FAILURE OR DELAY IN THE PROCESSING OF ANY TRANSFER, ARISING FROM OR RELATING TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING ANY ACT OF GOD, WAR (DECLARED OR UNDECLARED), SABOTAGE, BLOCKADE, REVOLUTION, INSURRECTION, TERRORISM, CIVIL STRIFE, EXPROPRIATION, NATIONALIZATION, CHANGE IN LAW, GOVERNMENT ACTION, EMBARGO, SANCTION, ACCIDENT, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, PANDEMIC, EQUIPMENT FAILURE, SYSTEM FAILURE, TECHNICAL FAILURE, LABOR DISPUTE, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, OR THE FAILURE OF ANY THIRD PARTY TO PROVIDE ANY ELECTRONIC, DIGITAL OR TELECOMMUNICATIONS SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.

IN ADDITION, EXCEPT AS REQUIRED BY LAW, THE BANK IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY A THIRD PARTY. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.

ALL BANK SERVICES AND ACCOUNT FEATURES, INCLUDING THOSE PROVIDED BY A THIRD PARTY, SUCH AS ONLINE BANKING SERVICES, ARE PROVIDED “AS IS”, "WHERE IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES OR THE SERVICES OR FEATURES OF ANY THIRD PARTY, INCLUDING ONLINE BANKING SERVICES, WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.  TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

    1. 8.4. Indemnification

You will indemnify, defend and hold the Indemnified Parties harmless from any and all Losses imposed on or sustained, incurred or suffered by any of the Indemnified Parties, whether actual or threatened or proven or not, in respect of any and all Claims, without regard to the merit or lack thereof, arising out of, or related in any way to (a) the matters set forth in this Agreement, including any Claims by any business or person related to the connected bank account, including any other owner of the connected bank account;  (b) breach of this Agreement, including any warranties; (c) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement, including attempting to cancel or amend a wire transferor actions we take based on the instructions of your attorney-in-fact, including if it is later determined that your power of attorney was invalid or improperly executed; (d) any action or omission by you or any Authorized User; (e) fraudulent activity; or (f) our action or inaction in reliance upon oral, written or electronic instructions or information from you or any Authorized User.

    1. 8.5. Our Right of Set-Off and Security Interest

We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. We have this right even if the Account(s) we withdraw money from is a joint Account and the debt or liability we apply it to is owed by only one of you. Likewise, we could withdraw money from an Account owned by only one person and apply it to reduce the joint debt or liability of that person and another person. Our rights under this Section are in addition to any right of set-off we may have under applicable law. 

You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.

If we take any action to collect debt or liability incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you will reimburse us for our Losses, including reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our Losses without prior notice to you.

    1. 8.6. Changes in Terms and Additional Services

We may change this Agreement, or any fees and features of your Account, at any time by posting an amended Agreement on the Relay website, https://relayfi.com/terms, and any such amendment will be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. 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. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.

If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.

    1. 8.7. No Waiver of Rights

We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.

    1. 8.8. Conflicts and Section Headings

If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.

    1. 8.9. Severability

If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement will not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.

    1. 8.10. Governing Law, Forum and Time Limits 

All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the State of Tennessee where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Tennessee and that you will be subject to such court’s jurisdiction.

Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Tennessee law, or another agreement you have with us, provides for a shorter time. If federal or Tennessee law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.

  1. 9. Arbitration and Waivers

BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. 

    1. 9.1. Election to Arbitrate

You, Program Partner, and the Bank agree that the sole and exclusive forum and remedy for resolution of a claim be final and binding arbitration pursuant to this section (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” will include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

You have the right to opt-out of this arbitration clause and it will not affect any other terms and conditions of this Agreement or your relationship with us. TO OPT OUT, YOU MUST NOTIFY US IN WRITING OF YOUR INTENT TO DO SO WITHIN SIXTY (60) DAYS AFTER OPENING YOUR ACCOUNT. Your opt-out notice can be a letter that is signed by you that states “I elect to opt out of the arbitration clause in my Business Deposit Account Agreement for Account #” or any words to that effect. Send the notice to: 210 East Main St, Rogersville, TN 37857. An election to opt out applies only to the account or accounts identified in your opt-out notice or, if no specific accounts are identified in your notice, then to any account(s) that became subject to the arbitration clause within the sixty (60)-day period before we received your notice. The arbitration clause will apply to any claims between us relating to any account(s) for which we do not receive an opt-out notice as described in this subsection.

    1. 9.2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers 

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and will be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator will take steps to reasonably protect confidential information. In any arbitration arising out of or related to this Agreement, the arbitrator will apply the limitation of liability set forth above and, for the avoidance of doubt, is not empowered to award (a) punitive or exemplary Losses, except where permitted by statute, or (b) incidental, indirect or consequential Losses, or Losses for lost profits. The parties waive any right to recover all such Losses.

    1. 9.3. Informal Dispute Resolution 

If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at the address specified above and provide us with the opportunity to resolve your concern prior to initiating arbitration.

    1. 9.4. Arbitration Procedures 

The party initiating arbitration will do so with the Judicial Alternatives and Mediation Services (“JAMS”). The arbitration will be conducted by a single arbitrator according to, and the location of the arbitration will be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision will control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

    1. 9.5. Arbitration Fees 

If we initiate arbitration, we will pay all the administrator's filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) will be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We will pay the administrator's hearing fees for one (1) full day of arbitration hearings. Fees for hearings that exceed one (1) day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party will bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights will apply in the arbitration notwithstanding anything to the contrary herein.

    1. 9.6. Appeals 

Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal will be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, will be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

    1. 9.7. No Class Actions 

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration will determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and will not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator will have the power or authority to waive, modify, or fail to enforce this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, will be invalid and unenforceable. Any challenge to the validity of this section will be determined exclusively by a court and not by the administrator or any arbitrator.

    1. 9.8. Survival and Severability of Arbitration Provision 

This Arbitration Provision will survive the termination of this Agreement. If any portion of this Arbitration Provision other than the subsection titled “No Class Actions” is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision will nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in the previous subsection are finally adjudicated pursuant to the last sentence of that subsection as unenforceable, then no arbitration will be had. In no event will any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

    1. 9.9. Judicial Forum for Claims 

Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and the Bank agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Tennessee. Both you and the Bank consent to venue and personal jurisdiction there. All parties agree to waive our right to a jury trial.

    1. 9.10. WAIVER OF RIGHT TO LITIGATE 

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.

  1. 10. Interpretation

Except as otherwise expressly provided in this Agreement, the following rules apply: (a) the singular includes the plural and the plural includes the singular; (b) all references to the masculine gender include the feminine gender (and vice versa); (c) “include”, “includes” and “including” are not limiting; (d) unless the context otherwise requires or unless otherwise provided herein, references to a particular agreement, instrument, document, law or regulation also refer to and include all renewals, extensions, modifications, amendments and restatements of such agreement, instrument, document, law or regulation; (e) a reference in this Agreement to a Section or Schedule is to the Section of or Schedule to this Agreement unless otherwise expressly provided; (f) a reference to a Section in this Agreement, unless the context clearly indicates to the contrary, refers to all sub-parts or sub-components of any said Article or Section; (g) words such as “hereunder,” “hereto,” “hereof,” and “herein,” and other words of like import, unless the context clearly indicates to the contrary, refers to the whole of this Agreement and not to any particular Section, subsection or clause hereof; (h) where the Agreement states that a Party “shall,” “will,” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with the Agreement;  and (i) references to any statute includes any amendments thereto and its implementing regulations.

  1. 11. Miscellaneous

Except with respect to Indemnified Parties and except as otherwise specified in this Agreement, this Agreement is not intended to and shall not be construed to give any third party any interest or rights (including any third-party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.  Use of the Account 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. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to affect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible. The headings in this Agreement are only for convenience and do not in any way limit or define your or our rights or obligations under this Agreement. You agree that this Agreement and other agreements or disclosures you may receive from us with respect to the Account or your debit card, contain the entire statement of the terms and conditions, which apply to the subject matter hereof. If any term or condition of this Agreement should be invalidated or unenforceable for any reason, all other terms and conditions will continue in full force and effect. 

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Relay is a financial technology company, not a bank. Banking services and FDIC insurance provided by Thread Bank; Member FDIC. The Relay Visa® Debit Card is issued by Thread Bank pursuant to a license from Visa U.S.A. Inc. and may be used everywhere Visa® debit cards are accepted.

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