Includes terms and conditions of GigZter and our banking partners
This policy describes how GigZter (“Giga Technologies Inc.” “we,” “us,” or the “GigZter”) collects, aggregates, stores, safeguards and uses the data and information (including non-public personal information, or “NPI”) provided by users through our website, www.gigzter.com (the “Site”), our GigZter app as well as information collected by us through other means, including by email, over the phone, or in offline communications. This Site is operated by Giga Technologies Inc. and has been created to provide information about our products, and services (together, the “Services”).
We take your privacy and the security of your information seriously.
This policy explains:
● What information we collect, and how we use it
● Choices you can make about the way your information is collected and used
● How we protect personal information electronically and physically
INFORMATION WE COLLECT
Information You Provide to Us
GigZter collects information from you when you choose to provide it to us through the Site or through any other means. This may include when you create an account on the Site, register or request products or services, request information from us, sign up for newsletters or our email lists, use our Site, or otherwise contact us.The information we collect may include your name, address, email address, telephone or mobile phone number, information relating to your employment or professional activities and financial account information. You may be required to provide certain personal and/or business information to apply for and receive GigZter products services.
Information We Automatically Collect
You may adjust your browser or operating system settings to limit this tracking or to decline cookies, but by doing so, you may not be able to use certain features on the Site or take full advantage of all of our offerings. Check the “Help” menu of your browser or operating system to learn how to adjust your tracking settings or cookie preferences. Please note that our system may not respond to Do Not Track requests or headers from some or all browsers.
HOW WE USE INFORMATION WE COLLECT
GigZter may also use your personal data and other personally non-identifiable information collected through the Site or the provision of the Services to help us improve the content and functionality of the Site or the Services, to better understand our users and to improve the Site and the Services. GigZter and its affiliates may use this information to contact you in the future to tell you about services we believe will be of interest to you. If at any time you wish not to receive any future marketing communications or you wish to have your name deleted from our mailing lists, please contact us as indicated below.
SHARING OF INFORMATION WE COLLECT
GigZter is not in the business of selling your information. There are, however, certain circumstances in which we may share your personal data with certain third parties without further notice to you, as set forth below:
Agents, Consultants, and Third-Party Service Providers:
GigZter, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases, and processing payments. When we employ another entity to perform a function of this nature, we only provide them with the information that they need to perform their specific function.
As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, personal data may be part of the transferred assets.
GigZter may disclose your personal data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of GigZter, (iii) act in urgent circumstances to protect the personal safety of users of the Site, the Services or the public, or (iv) protect against legal liability.
LINKS TO OTHER WEBSITES
The Site may have links to third-party websites, which may have privacy policies that differ from our own. We are not responsible for the practices of such sites, nor does any such link imply that GigZter endorses or has reviewed the third party site subject to such link. We suggest contacting those sites directly for information on their privacy policies.
CHILDREN AND MINORS
We have taken certain physical, administrative, and technical steps to safeguard the information we collect from and about our customers and Site visitors. While we make reasonable efforts to help ensure the integrity and security of our network and systems, we cannot guarantee our security measures. Therefore, you should take special care in deciding what information you send to us via email. Please keep this in mind when disclosing any personal data to the GigZter via the Internet.
ACCESS TO YOUR PERSONAL INFORMATION
To keep your personal data accurate, current, and complete, please contact us as specified below. We will take reasonable steps to update or correct personal information in our possession that you have previously submitted via the Services. Who Can I Contact at GigZter Regarding Data Protection Issues?GigZter has designated a Data Protection Officer to assist with data privacy and data protection issues. You may contact him or her by emailing firstname.lastname@example.org and addressing your questions or concerns to the Data Protection Officer.
IF YOU HAVE QUESTIONS
If you have any questions about this Privacy Statement or the practices described herein, you may contact us at: email@example.com
CHANGES TO THIS STATEMENT
CALIFORNIA CONSUMER PRIVACY STATEMENT
This Statement uses certain terms that have the meaning given to them in the California Consumer Privacy Act of 2018 and its implementing regulations (the “CCPA”).
1. Notice of Collection and Use of Personal Information
We may collect (and may have collected during the 12-month period prior to the effective date of this Statement) the following categories of personal information about you:
Identifiers: identifiers such as a real name, postal address, unique personal identifier (such as a device identifier; cookies, beacons, pixel tags, mobile ad identifiers and similar technology; customer number, unique pseudonym, or user alias; telephone number and other forms of persistent or probabilistic identifiers), online identifier, internet protocol address, email address, account name, Social Security number, driver’s license number, passport number, and other similar identifiers
Additional Data Subject to Cal. Civ. Code § 1798.80: signature, physical characteristics or description, state identification card number, education, bank account number, credit card number, debit card number, and other financial information
Protected Classifications: characteristics of protected classifications under California or federal law, such as race, color, national origin, age, sex, gender, marital status, citizenship status, and military and veteran status
Commercial Information: commercial information, including records of personal property, products or services purchased, obtained, or considered, and other purchasing or consuming histories or tendencies
Online Activity: Internet and other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding your interaction with websites, applications or advertisements
Sensory Information: audio, electronic, visual, and similar information
Employment Information: professional or employment-related information
Inferences: inferences drawn from any of the information identified above to create a profile about you reflecting your preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.
Performing services, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing advertising or marketing services, providing analytics services, or providing similar services
Auditing related to a current interaction with you and concurrent transactions, including, but not limited to, counting ad impressions to unique visitors, verifying positioning and quality of ad impressions, and auditing compliance
Short-term, transient use, including, but not limited to, the contextual customization of ads shown as part of the same interaction
Detecting security incidents, protecting against malicious, deceptive, fraudulent, or illegal activity, and prosecuting those responsible for that activity
Debugging to identify and repair errors that impair existing intended functionality
Undertaking internal research for technological development and demonstration
Undertaking activities to verify or maintain the quality or safety of a service or device that is owned, manufactured, manufactured for, or controlled by us, and to improve, upgrade, or enhance the service or device that is owned, manufactured, manufactured for, or controlled by us.
2. Sources of Personal InformationDuring the 12-month period prior to the effective date of this Statement, we may have obtained personal information about you from the following categories of sources:
Directly from you, such as when you sign up for an account or contact member services· Our Bank Partners· Your devices, when you use our Site or App
Your family or friends, such as when they provide us with your contact information by choosing to share their phone contacts with GigZter
External banks (i.e., banks other than our Bank Partners) if you link a non-GigZter bank account
Credit reporting agencies
Our affiliates and subsidiaries
Vendors who provide services on our behalf
Our joint marketing partners
Our business partners (such as referring websites)
Online advertising services and advertising networks
Data analytics providers
Operating systems and platforms
3. Sale of Personal InformationWe do not sell personal information.
4. Sharing of Personal Information
During the 12-month period prior to the effective date of this Statement, we may have shared your personal information with certain categories of third parties, as described below. When we share personal information with our Bank Partners, we do so as their service provider. The privacy practices of our Bank Partners are subject to their privacy notices, which we strongly suggest you review. GigZter is not responsible for our Bank Partners’ information practices or privacy notices. We may have disclosed the following categories of personal information about you for a business purpose to the following categories of third parties:
|Category of Personal Information||Category of Third Party|
|Identifiers||Our Bank Partners, other GigZter users, our marketing partners, and your employer|
|Additional Data Subject to Cal. Civ. Code § 1798.80 Law||Our Bank Partners, our marketing partners, and your employer|
|Protected Classifications||Our Bank Partners|
|Commercial Information||Our Bank Partners and our marketing partners|
|Biometric Information||Our Bank Partners|
|Online Activity||Our Bank Partners and our marketing partners|
|Geolocation data||Our Bank Partners|
|Sensory Information||Our Bank Partners|
|Employment Information||Our Bank Partners|
In addition to the categories of third parties identified above, during the 12-month period prior to the effective date of this Statement, we may have shared personal information about you with the following additional categories of third parties: government entities; other persons to whom we have a legal obligation to disclose personal information (including, for example, in response to a duly issued subpoena or search warrant); and other persons to whom you authorize GigZter to disclose your personal information.
5. California Consumer Privacy Rights
You have certain choices regarding your personal information, as described below.
Access: You have the right to request, twice in a 12-month period, that we disclose to you the personal information we have collected, used, disclosed and sold about you during the past 12 months.
Deletion: You have the right to request that we delete certain personal information we have collected from you.
Shine the Light Request: You also may have the right to request that we provide you with (a) a list of certain categories of personal information we have disclosed to third parties for their direct marketing purposes during the immediately preceding calendar year and (b) the identity of those third parties.
Verifying Requests. To help protect your privacy and maintain security, we will take steps to verify your identity before granting you access to your personal information or complying with your request. We may require you to provide any of the following information: your name, date of birth, the last four digits of your Social Security number, the email and physical addresses associated with your GigZter account, one or more recent transactions, and the last four digits of one or more GigZter cards associated with your account. If you have never had an account with us and you request access to or deletion of your personal information, there is no reasonable method by which we can verify your identity to the level of certainty required by the CCPA. The reason for this is that GigZter does not maintain information about non-accountholders in a way that is linked to named actual persons (and historically has not linked IP addresses, device identifiers or other information collected by automated means to named actual persons). In addition, if you ask us to provide you with specific pieces of personal information, we may require you to sign a declaration under penalty of perjury that you are the consumer whose personal information is the subject of the request.
Additional Information. If you choose to exercise any of your rights under the CCPA, you have the right to not receive discriminatory treatment by us. To the extent permitted by applicable law, we may charge a reasonable fee to comply with your request.
to GigZter. GigZter Online (www.gigzter.com) and GigZter App (the "Site"),
a website and App of Giga Technologies, Inc., a Delaware corporation ("GigZter"
"we," or "us"). This page explains the terms by which you
may use the financial services we make available to you on our site and our
mobile application (collectively the "Services"). By submitting your
application to obtain an account with us ("Account") and to use the
Services, you signify that you have read, understood, and agree to be bound by
these GigZter Terms of Service ("Agreement"), GigZter Account
Agreement, the Deposit Account Agreements of the banking service provider for
your Account, other applicable terms and conditions referenced and incorporated
in this Agreement, and to the collection and use of your information as set
other communications from us electronically. GigZter reserves the right to make
modifications to these terms and will provide notice of these changes by
posting an updated version to our legal page. "Company" or "You"
means the legal entity that is applying for or that has opened an Account to
use the Services and the individual applying for the Account. If you are the
individual applying for the Account for a business, you represent and warrant
that you are an authorized representative of Business or Company with the
authority to bind Company to this Agreement and that you agree to this
Agreement on Company's behalf.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Scope of the Services; Use of the Services; Eligibility
Eligibility. This is a contract between you and GigZter. You must read and agree to these terms before using the Services. If you disagree, you may not apply for an Account or use the Services. You may only apply for an Account or use the Services for business purposes, if you are a legal entity formed and registered or legally entitled to work in the United States and can form a binding contract with GigZter and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Services for consumer or non-commercial purposes, by anyone under 18 is strictly prohibited and in violation of this Agreement. There may be other eligibility requirements applicable to specific Services.
Scope of the Services. Your Account gives you access to various Services, including the Payment Requests ("Payment Services"), demand deposit account ("Deposit Account"), the GigZter Card, and other services as made available from time-to-time by GigZter and by Evolve Bank & Trust (our "Banking Services Provider"), and any other functionality that we may establish and maintain from time to time and in our sole discretion.
Applying for an Account. You will need to provide Company information and certain personal information (collectively, "Company Information"), when you apply for an Account for business purposes. Company Information may include your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of beneficial owners and certain other personnel, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. We provide Company Information to our Banking Services Provider and other third-party service providers to determine your eligibility for the Services. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of the Services to you, or close your Account if Company Information is out of date, incomplete, or inaccurate. At any time during the term of this Agreement and as part of your use of the Services, we may require additional Company Information from you to verify your identity and the identity of your business, to obtain other information about your business, to open and maintain accounts and aspects of the Services, to assess your financial condition, and to evaluate the risks associated with your business. You expressly consent and authorize us to retrieve additional Company Information about Company and its owners or directors from our vendors and other third parties to solely to assess the history and risks of the business and to prevent fraud, including by obtaining information from credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include names, addresses, credit history, and other data. You acknowledge that we may use Company Information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business.
Prohibitions. You may not use the Account or the Services (a) for any purpose that is unlawful or prohibited by this Agreement; (b) for the benefit of an individual, organization, or country identified on the United States Office of Foreign Assets Control's Specially Designated Nationals List, or (c) for any third parties unaffiliated with Company.
Acceptable Use. GigZter is a payment and banking solution offered by Giga Technologies Inc. The GigZter Solution provides a safe environment for its users and customers. Sale and Payment of certain services are not permitted within the GigZter Solution. Additionally, as a user, you are responsible for complying with all applicable laws related to the use of GigZter's Service in the state, county, and city in which you operate.
GigZter Payment Services
The following terms apply to you for using GigZter's Payment Requests to receive payments for the services you provide. By using GigZter Payment Requests ("Payment Services"), you agree to be bound by this Terms of Service, ("Payment Service Terms"), and all other terms, policies, and guidelines applicable to the GigZter Services (as defined in terms of Service) used. If you are using the Payment Services on behalf of a business, that business accepts these terms, and you represent to us that you have authority to bind that business or entity to these terms. GigZter Payment Requests may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Please refer to the Acceptable Business / Service Activities for supported business types permissible to use GigZter Payment Requests.
GigZter's Role in Payment Services
GigZter is a payment facilitator that allows you to accept Cards, Wallets, and Bank Account based payments from your customers for the services you provide. Our Payment Services allows you to accept payments from any credit, debit, prepaid cards ("Cards") bearing the trademarks of American Express Travel Related Services Company, Inc. ("American Express"), D.F.S. Services, L.L.C. ("Discover"), MasterCard International Inc. ("MasterCard") and Visa Inc. ("Visa") (collectively, the "Networks"). The GigZter Payment Services allows you to accept payments from customers with a valid Bank Account in the United States. We facilitate a secure transaction to accept such payments.
Settlement of Funds
You must open a GigZter Deposit Account to access any proceeds from the GigZter Payment Services. You confirm that you are a legal resident of the United States or a United States Citizen and legally permitted to live and work in the United States. You also confirm you operate individually or as a Business Entity legally established and authorized to conduct business in the states in which you operate. You are the controlling person or authorized signatory for the Business Entity you represent. You must have a valid U.S. Government-issued identification, I.D. number, or a Business Entity in good standing with the Secretary of the State in which you operate. You authorize GigZter to act on your behalf for processing payments, including receiving, holding, and disbursing the funds for you. GigZter will credit these funds into your GigZter Deposit Account you establish with us. You also authorize us to recover funds from you when required to do so. Your authorization permits us to generate electronic funds transfer to settle the proceeds of each Card transaction that you receive, less any applicable Fees ("GigZter Payment Fees"). Your authorizations will remain in full effect until the closure or termination of your GigZter Account. Our receipt of transaction funds satisfies your customer's obligations to make payment to you. We will remit funds received on your behalf, less the amounts owed to us, subject to any Chargeback provisions or Reserve Amount withheld or applied. In addition, by using the GigZter Payment Services, you authorize us to recover funds from you under these Payment Terms, the Terms of Service, and any other agreement you have with us ("Recovery."). Recovery includes your authorization of GigZter to debit, charge, set off against, and otherwise recover funds from your GigZter Deposit Account, any Reserve (as defined in these Payment Terms), any payment instrument, linked bank, depository, and other Account registered in your GigZter Account. If any attempt to recover funds from you should fail, your authorization includes your grant to GigZter of new, original permissions to retrieve all or less than all the amount you owe us. Recovery consists of all authorizations to take the above steps in complete compliance with the Network Rules (as defined in these Payment Terms) and the National Automated Clearing House Association -The Electronic Payments Association Operating Rules and Guidelines ("NACHA Rules").
Payout and Availability of Proceeds
GigZter will automatically and instantly initiate the payout of the payment proceeds into your GigZter Deposit Account. While we make every effort to credit the funds to you immediately, we reserve the right to defer the payout or restrict access to your proceeds if we determine any risks in your transactions or detect any unusual activity of large amounts or a large number of transactions. GigZter may also defer payout or restrict access to your payout proceeds as necessary to comply with applicable law or court order or when requested by a government agency or entity. We may withhold funds by temporarily suspending or delaying payouts of Proceeds to you or designating an amount that you must maintain in your GigZter Deposit Accounts or in a separate reserve account (a "GigZter Reserve") to secure your obligations under this Agreement. The GigZter Reserve may also be used to satisfy our obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. We may need a GigZter Reserve for any reason related to your use of the Services. The GigZter Reserve will be in an amount reasonably determined by us to cover potential losses to GigZter. The Reserve may be raised, reduced, or removed at any time by GigZter, in its sole discretion, based on your payment history, an account review, or otherwise, as GigZter or its processor may determine or require. If you do not have sufficient funds, we may withhold funds, including any funds (a) transferred by you, (b) due to you, or (c) available in your GigZter Deposit Account or other payment instrument registered with us. You also authorize us to make any withdrawals or debits from the GigZter Deposit Account, GigZter Reserve Account, or any bank account linked to any of your GigZter Deposit Accounts without prior notice to you, to collect amounts that you owe us.
Acceptable Business / Service Activities
The following Business and Service Activities are supported on the GigZter Solution.
and Unsupported Activities and Services
By registering for and using the Services, you are confirming that you will not use the Services (i) to accept payments in connection with any illegal, unauthorized, or not bona fide transactions; (ii) to handle, process, or transmit funds for any third party; or (iii) to conduct any of the restricted business activities or practices listed here:
may, at any time, suspend or terminate your GigZter Payment Services and Account
or your access to any of the Services if you engage in activities that violate
the letter or spirit of the terms of this Agreement. Our determination of
whether a violation of this section has occurred will be final and binding, and
any action taken to enforce this section will be at our sole discretion.
GigZter may modify this section at any time by posting a revised version in
You will not act as a payment facilitator or
otherwise resell the Payment Services to any third party. You will not use the
Payment Services to handle, process, or transmit funds for any third party. You
also may not use the Payment Services to process cash advances or pay yourself
with a Credit Card.
You will only accept Cards for transactions that
are allowed by applicable law. We may decide to refund or to decline to
authorize or settle any transaction that you submit to us if we determine that
the transaction is in violation of these terms in this Agreement or that it
exposes you, your customers, GigZter, or our partners to harm including fraud,
illegal and criminal acts. In the event we determine that use of the GigZter
Solution has been for an unauthorized, illegal, or unlawful purpose, you give
us express authorization to share information about you, your Account, and any
of your transactions with law enforcement and, as deemed necessary by GigZter,
our payment processing, and financial institution partners.
Reporting Violation of Acceptable Use Policy
Please report violations of this Acceptable Use Policy to GigZter immediately. Email us at firstname.lastname@example.org if you have any questions or if you wish to file a report.
GigZter Payment Services include a Payment Fee when we process the payment from your customer. GigZter incurs the fee in processing and facilitating the Payment between Acquiring and Issuing Banks and the Payment Networks. As a user, you have visibility into the Payment Processing Fee, how it is collected as part of the payment. GigZter will always communicate any changes to the fee, which would be primarily governed by the changes in the costs in payment processing as we work with other providers, banks, and payment networks.
You agree to pay or collect the applicable fees as defined by the GigZter Payment Fee within the GigZter Application to use the Payment Services. All Fees are charged when we process the payment transaction successfully and are deducted before we credit the final amount into your GigZter Deposit Account.
You also agree to authorize GigZter to recover the fees that you owe us. GigZter will always provide advance notice of any such fee changes and recovery due to any charges that may arise. All Payment Fees, Charges, and Payments collected and credited, or Debited in your GigZter Deposit Account are in U.S. Dollars only.
GigZter will send you a push notification on your Mobile App when the payment is processed successfully. If there are any errors in processing, GigZter will work to resolve the issue in payment processing errors. As we resolve those errors, you also agree to authorize GigZter to credit or recover funds credited or debited in excess. You also agree to notify us through support email if you notice any processing errors in payments within 30 days it appears in your transaction history. GigZter will work to resolve using commercially reasonable efforts to correct the error within 30 days after you have reported it.
Request for Additional Information
GigZter will review the information you provide during the registration to verify you are who you say you are. The Business Entity you provide must be verifiable at a federal, local, or state agency with which it has been registered. GigZter will also verify that the business you conduct is within our acceptable use policy and not any business or activity that we cannot support. You authorize GigZter to obtain identity information for verification purposes from any reporting agency that contains your name, address, and other personal information. We may periodically get additional information to verify that you and your business entity continue to meet the requirements to operate the GigZter Account and all the services you use. You also give us permission to share the information about you and the application to our Banking partner, payment solution provider to verify your identity and business.
GigZter may request you to provide additional information during the use of your Account. To ensure that your usage of the Account is compliant with the terms, we may ask for additional documentation that supports the nature of your business, additional Government-issued documentation, Business License, or other information to protect the security and integrity of the solution. Refusal of any of these requests will result in suspension or termination of your GigZter Payment Services and other services of the GigZter Solution.
If at any stage if GigZter and or its partners determine that you cannot use the Payment Services, GigZter will notify you of such change, and your Account may be terminated or suspended until the issue is resolved. If the issue is not resolvable, your Account may be closed permanently, and you will not be able to continue to use GigZter Solution and any of the services.
Chargebacks occur when your customer/cardholder disputes transactions with your business. You are responsible for chargebacks to your Account and must follow our chargeback resolution process.
You are solely responsible for resolving any disputes relating to the Services you provide and payment with your customer. GigZter is not responsible for resolving any service-related disputes between you and your customer.
Your customer may not be the authorized user of the Card, or your customer may otherwise contest the transaction. In such instance we receive such a request from the customer's financial institution, the payment amount of a transaction may be reversed or charged back to your GigZter Deposit Account (a "Chargeback") if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processing partner, or a customer or its financial institution, (c) was not authorized, or we determine that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the General Terms or these Payment Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.
For any transaction that results in a Chargeback, we may withdraw or withhold the Chargeback amount from your GigZter Deposit Account. You authorize GigZter to recover the amount of any Chargeback and any associated Fees, fines, or penalties assessed by a Network or our processing partner. If you have pending Chargebacks, we may delay payouts to your GigZter Deposit Account. We may withhold the amount from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a complaint (b) the time under applicable law or regulation by which your customer may dispute that the transaction. If we cannot recover funds related to a Chargeback for which you are liable, you agree to pay us the total amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including any legal fees incurred by us, to collect all amounts you owe to GigZter.
Further, you will be required when requested to provide any documentation, investigate any dispute issues raised by your customer to resolve the dispute between you and your customer. GigZter will provide reasonable assistance if you choose to contest the Chargeback raised by your customer through their financial institution. We will request the necessary information from you to challenge the Chargeback. You are responsible for communicating with your customer, gathering any documentation we require to resolve the Chargeback. You authorize us to share information about a Chargeback with the customer, the customer's financial institution, to investigate and mediate a Chargeback. We will request the necessary information from you to contest the Chargeback. We may also use any Content you provide through the Services and Support to respond to Chargebacks on your behalf. If the Chargeback is resolved successfully, we will release corresponding funds to your GigZter Deposit Account. Suppose a Chargeback dispute is not resolved in your favor by the Network or issuing bank, or you choose not to contest the Chargeback. In that case, we may recover the Chargeback amount and any associated fees. Your failure to assist us when investigating a transaction, including providing necessary documentation within fifteen (15) days of the request, may result in an irreversible Chargeback. Upon notice to you, we reserve the right to charge a fee for mediating and investigating Chargeback disputes.
You are responsible for all customer service and issues relating to your products and services, including Payment Amount, completion of Service, cancellations by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your services. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any GigZter Solution, payment, Card processing, debiting, or crediting to your GigZter Deposit Account or use of your GigZter Card.
4. Fees and Payment
Payment Method. We will debit fees from your Deposit Account for any applicable services that require a fee. GigZter will charge all applicable fees until the Services are terminated, and any and all outstanding fees have been paid in full. If we are unable to process Payment of fees using your Deposit Account, we will make a second attempt to process the Payment using the payment method on file within three (3) days. If the second attempt is not successful, we will notify you, and may suspend and revoke access to the Services. If the Services are suspended, your Services will be reactivated upon Payment of any amounts owed. If the outstanding fees remain unpaid for sixty (60) days following the date of suspension, then Wise reserves the right to terminate your Account. You may change your payment method through your account settings.
Applicable Fees. Your use of the Services is subject to the fees on the Fee Schedule, which may be updated from time-to-time at our discretion. For fees owed under this Agreement, we will automatically charge your GigZter account and by agreeing to this Agreement, you authorize us to do this. You will be charged via invoice each month on your billing date ("Billing Date") for all outstanding fees that have not previously been charged or collected. All fees are exclusive of applicable taxes. You are responsible for all applicable taxes that arise from or as a result of your use of the Services.
Collection and Right to Setoff. You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include attorneys' fees, costs of arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. We may collect amounts you owe to us under this Agreement by deducting any amounts you owe to use from your Deposit Account. You grant us a security interest in and right to set off against the Deposit Account.
A. Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. GigZter reserves all rights not expressly granted herein in the Services and the GigZter IP (as defined below). GigZter may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content available on the site (the "GigZter IP"), and all Intellectual Property Rights related thereto, are the exclusive property of GigZter and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any GigZter IP. Use of the GigZter IP for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
B. Feedback. You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place GigZter under any fiduciary or other obligation, and that we are free to use your feedback without any additional compensation to you, or to disclose your feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, GigZter does not waive any rights to use similar or related ideas previously known to GigZter, or developed by its employees, or obtained from sources other than you.
C. Copyright Complaints. If you believe that any material on the site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below: Giga Technologies Inc, 3001 Bishop Ranch Dr. Suite 300 San Ramon, CA 94583 Email: email@example.com To meet the notice restrictions under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:
Site Data and Privacy
6. Third-Party Links and Information
You agree to defend, indemnify and hold harmless GigZter and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Services Provider, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party's access and use of the Services with your unique username, password or other appropriate security code.
8. No Warranty
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GigZter OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GigZter ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.GigZter DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND GigZter WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GigZter, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL GigZter BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GigZter ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL GigZter, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROLID ANY OTHER BASIS, EVEN IF GigZter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10. Term and Termination
This Agreement is effective when you submit your application to us and continues until terminated by either you or us, or in accordance with the Banking Services Provider's agreements, third-party payment processor agreements, or as otherwise set forth in this Agreement. You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account for any reason, by providing you notice, or we may terminate this Agreement immediately in the event you breach or violate any of the terms of this Agreement, as determined in the sole discretion of GigZter. select the text box. Click again or double click to start editing the text.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law. You agree that: (i) the Services shall be deemed solely based in California, except as may be set forth in the Bank Provider Agreements; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 11.B, you agree that the federal or state courts located in San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GigZter. For any dispute with GigZter, you agree to first contact us at 3001 Bishop Ranch Dr. Ste 300, San Ramon, CA 94583 and attempt to resolve the dispute with us informally. In the unlikely event that GigZter has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of Confidential Information, which will be resolved through litigation in accordance with Section 11.A, or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in San Francisco County, California, unless you and GigZter agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the Northern District of California to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and GigZter, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person's claims. You agree that, by entering into this Agreement, you and GigZter are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by GigZter. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from GigZter, and that you may decline to provide or revoke your consent at any time by emailing firstname.lastname@example.org or by any other method that reasonably ensures we receive your revocation.By providing us with a telephone number, you agree that GigZter may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether or GigZter disclosed the fact that the call was recorded during the call.
A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GigZter without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by you. If you sign up to receive certain GigZter notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to you and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account, and your Deposit Account and may provide you the ability to respond with information about Deposit Account transactions or your Account. You may disable notification preferences to limit the use of certain Service features or to decrease financial risks to the Company. You are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. You will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at 3001 Bishop Ranch Dr. Ste 300, San Ramon, CA 94583 if you are having trouble receiving notices from us.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with GigZter In connection with the Services, shall constitute the entire Agreement between you and GigZter concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and GigZter's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Legal Orders. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
F. Survival. Any and all provisions of this Agreement reasonably giving rise to continued obligations of the parties will survive termination of this Agreement.
G. Relationship. No joint venture, partnership, employment, or agency relationship exists between you and GigZter as a result of this Agreement or your use of the site.
It is our goal to provide you with as many digital banking options as possible, including providing information to you electronically. We are required by law to give you certain information in writing. This means you have the right to receive that information on paper. With your consent, we can provide it to you electronically, instead.
In this Agreement:
● "We," "us," and "our," mean GigZter.
● "You" and "your" mean the person giving this consent, and also each additional account owner, authorized signer, authorized representative, delegate, product owner and/or service user identified on any GigZter product that you apply for, use or access.
You agree to receive electronic Communications from us.
As part of your relationship with us, we will provide you with Communications. By accepting this Agreement, you consent to receive Communications in electronic form for any products, services and accounts that you have or apply for, either now or in the future. You also consent to the use of electronic signatures in your relationship with us.We may still choose to provide you with information on paper even though you have consented to receive it electronically. In some cases, we are not permitted by law to deliver certain Communications to you electronically. However, if the law changes in the future and permits additional Communications to be delivered electronically, this Agreement will automatically cover those Communications as well.
We may deliver electronic Communications to you in several ways.
When we deliver electronic Communications to you, we will either: (1) email them to you; (2) post them on our website; (3) present them on-screen or for download through one of our online or mobile banking services; (4) include them in other electronic Communications that we are delivering to you, such as electronic account statements; or (5) in the manner specified in any other agreement we have with you. If we are not emailing or presenting the information to you directly, we will tell you where you can go to view that information.If you seek to obtain a new product, service or account with us, we may remind you that you have already consented to receiving electronic Communications and using electronic signatures in your relationship with us. If you choose not to receive electronic Communications or use electronic signatures in connection with the new product, service or account, that choice does not mean you have withdrawn your consent with respect to any other product, service or account.
You will need some technology to receive electronic Communications.
To receive and retain electronic Communications from us, you will need the following:
● A computer or mobile device with an operating system that supports everything below;
● A connection to the internet;
● A current version of a web browser that we support. You should check the system requirements periodically for updates to supported software;
● A hard drive or other data storage unit;
● A valid, active email address; and
● A current version of a program that displays PDF files (such as Adobe® Reader®). If our hardware and software requirements change, and that change would create a material risk that you would not be able to access or retain electronic Communications, we will give you notice of the change. Continuing to use our electronic services after receiving notice of updates to our system requirements signifies your acceptance of the change and reaffirmation of your consent.
Please keep your contact information up to date.
It is your responsibility to keep all of your contact information current so that we can send you electronic Communications. You can update your email address and other contact information by editing your profile in the GigZter app and website. You may also contact us at email@example.com
You may have the option to receive paper copies.
We may choose to make paper copies of certain electronic Communications available upon request. You can request paper account statements via email to firstname.lastname@example.org
You can withdraw your consent to receiving electronic Communications.
You have the right to withdraw this consent at any time. Withdrawing consent may terminate your access to certain electronic services. You may also no longer be able to use certain GigZter products. After we have processed your withdrawal, future Communications required to be in writing will be delivered to you on paper, subject to applicable fees. To withdraw your consent to receiving electronic Communications, you may contact us via email at email@example.com Your withdrawal of consent will become effective only after we have had a reasonable opportunity to act upon it.
The following terms and conditions constitute an agreement (Agreement) between you and Evolve Bank & Trust governing the use of your GigZter account. This Agreement also refers to and includes other disclosures we may provide to you, which are incorporated by reference. As used in this Agreement, Customer, you and your mean the owner of the GigZter Account, any person responsible for paying back all amounts you owe us under this Agreement, and any other person you may authorize to use and access your GigZter Account (Authorized User). The terms we, us, our, Bank and Evolve mean Evolve Bank & Trust. By opening or continuing to use a GigZter Account, you agree to this Agreement. Please keep a copy of this Agreement for your records.
I.IMPORTANT INFORMATION ABOUT YOUR GigZter ACCOUNT
TRUTH IN SAVINGS DISCLOSURES
IMPORTANT INFORMATION ABOUT YOUR DEPOSIT ACCOUNT
II. GENERAL TERMS
This section applies to all features of your GigZter Account
A. About your GigZter Account
B. Opening Your GigZter Account
III. GigZter CARD TERMS
For the terms of your GigZter Card (if applicable), please see the GigZter Card Agreement provided to you at the time of opening your GigZter Account and requesting a GigZter Card.
IV. DEPOSIT ACCOUNT TERMS
This section governs your use of your Deposit Account.
B. Withdrawals and Transfers
D. Person to Person Transfers
You may use your GigZter Account to make person-to-person transfers (P2P Transfers) to other GigZter users.
V. ADDITIONAL TERMS
This section applies to all features of your GigZter Account.
B. Closing and Restricting Your GigZter Account
C. Other Account Terms
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE BANK OR ANY OTHER INDEMNIFIED PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE BANK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON OR PARTY CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution
The Bank and Indemnified Parties are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to your satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (Notice). The Notice to the Bank or Indemnified Party should be sent to [GigZter, 3001 Bishop Dr #300, San Ramon CA 94583]. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you do not resolve the claim with the Bank or Indemnified Party within 60 calendar days after the Notice is received, you or the Bank or Indemnified Party, as applicable, may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by any party will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Bank is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association (AAA) rules and procedures, including the AAA Consumer Arbitration Rules (collectively, the AAA Rules), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless the parties to the arbitration agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the Arbitration Fees) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, the Bank will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, the Bank will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Bank will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Prohibition of Class and Representative Actions and Non-Individualized Relief section above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief section are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Arbitration Agreement will continue to apply.
Future Changes to this Arbitration AGREEMENT
Notwithstanding any provision in this Agreement to the contrary, if the Bank makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you have a GigZter Account, you may reject any such change by sending the Bank written notice within 30 days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute covered by this Arbitration Agreement in accordance with the terms of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
This Fee Schedule lists the fees that may be applicable to your GigZter Account. You agree to pay all fees applicable to your GigZter Account. We reserve the right to add or change fees at a later time, and we will notify you of any changes to our fees and this Fee Schedule, as required by applicable law. We may subtract these fees from your balance, even if the fee makes your balance negative.
FUNDS AVAILABILITY POLICY
Your Responsibility for Deposits. Even if we have made funds available to you and you have withdrawn the funds, you are still responsible for deposits that are returned to us unpaid and for any other problems involving your deposit.
ELECTRONIC FUND TRANSFER AGREEMENT
Electronic Fund Transfers: Your Rights and Responsibilities
Limits on the Type, Frequency or Amount of EFTs. Your Deposit Account may be subject to limitations on the amount or number of withdrawals that you may make from your Deposit Account, including EFTs. Please see Article IV of this Agreement and the Truth in Savings Disclosures. For security reasons, we may also, in our sole discretion, set limits on the dollar amounts of EFTs and on the number of EFTs that may be requested or initiated. To protect the security of the Bank or your Deposit Account, we may suspend your use of EFTs, as permitted by law.
Charges for Transfers or the Right to Make Transfers
(1) Where it is necessary for completing transfers;
(2) In order to verify the existence and condition of your GigZter Account for a third party, such as a credit bureau or merchant;
(3) In order to comply with government agency or court orders;
IMPORTANT: PLEASE READ CAREFULLY
I. Terms and Conditions for GigZter Visa Card
This Cardholder Agreement (“Agreement”) outlines the terms and conditions under which the GigZter Visa (the “Card”) has been issued to you by Evolve Bank & Trust (Member FDIC) (the “Bank”). The Bank has retained a Program Manager to provide certain services on the Bank’s behalf. “Program Manager” for the GigZter Visa is Solid Financial Technologies, Inc. “Card Account” means the records we maintain to account for the value of transactions associated with the Card. "You" and "your" means the person or persons who have received the Card and who are authorized to use the Card as provided for in this Agreement. “We,” “us,” and “our” means the Bank, our successors, affiliates, assignees and our third-party service providers. The Card will remain the property of the Bank and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice, subject to applicable law. Please read this Agreement carefully and keep it for future reference.
This Agreement is provided to you in electronic format pursuant to the E-Signature and Electronic Disclosure Agreement that you accepted and agreed to when you opened your Card Account. By accepting and/or using this Card, you agree to be bound by the terms and conditions contained in this Agreement.
Please keep for future reference the customer service telephone number, (913) GIGZTER, or the toll-free telephone number on the back of your Card in case the Card is lost, stolen or destroyed.
THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION PROVISION. SEE SECTION XIX BELOW.
II. The Card
A. The Card is a debit card that is funded by your Card Account. The Card allows you to access funds deposited to your Card Account by you or on your behalf. The funds in your Card Account will be FDIC-insured pursuant and subject to applicable law. You may access the funds in your Card Account by using your Card or Card Number or by Automated Clearing House (“ACH”) debit using your Account Number. The Card is not a credit card or a gift card and may not be gifted, sold or transferred. You will not receive any interest on your funds in the Card Account. The expiration date of the Card is listed on the Card. However, the funds in your Card Account will not expire, regardless of the expiration date listed on the Card. If your Card Account becomes inactive and subject to escheatment under state law, we may remit funds in your Card Account to the state of your residence, and you may claim the funds from the state.
B. You agree that the Card will be used primarily for personal, family and household purposes only and not for business use. You may not use the Card for illegal gambling or any other illegal transaction. We reserve the right to cancel, close or restrict use of the Card and Card Account, including by refusing the processing of any transaction, if we believe you have violated this Agreement or any applicable law.
C. You must activate the Card and complete the activation process, including setting a Personal Identification Number (“PIN”), before it may be used. You should memorize your PIN and not write down your PIN or keep your PIN with your Card. If you believe that anyone has gained unauthorized access to your PIN, you should advise the Bank and Program Manager immediately, following the procedures in Section XVII (Your Liability for Unauthorized Transfers) below. You may need to provide personal information in order for your identity to be verified and for completion of the activation process. You agree to sign the back of the Card immediately upon receipt.
D. Virtual Card. You may have the option of accessing your Account with, in addition to your physical card, a virtual card represented by a 16-digit account number (“Virtual Card”). The Virtual Card may either be single-use, meaning the 16-digit account number will expire after a single transaction, or recurring-use, meaning you may use your 16 digit account number for multiple transactions. You may not use your Virtual Card to obtain cash anywhere.
The fees relating to the use (including misuse) of your Card or Card Account are set forth in this Agreement and the attached fees exhibit (Exhibit 1) (the “Fees”). Exhibit 1 is incorporated herein by reference. Fees incurred pursuant to the terms of this Agreement will be withdrawn from your Card Account and will be assessed even if there is no remaining balance in your Card Account, unless prohibited by law. You agree to pay all Fees associated with the Card. We may from time to time amend the Fees, at our sole discretion, as set forth in Section XX (Other Terms). If you request a service that is not included in Exhibit 1 and there is a fee for such service, such fee will be disclosed at the time you request the service and you agree that any such fee may be deducted from your Card Account.
IV. Authorized Users
You are responsible for all authorized transactions initiated and fees incurred by use of the Card. If you permit another person to have access to the Card or Card number, we will treat this as if you have authorized such use and you will be liable for all transactions and fees incurred by those persons
A. 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 users or secondary cardholders; 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 re- sponsible for any misapplication or misappropriation of funds by your Authorized Representatives.
B. Secondary Cardholder. You may be allowed to issue additional Cards linked to your Account to a secondary cardholder(s). We will treat the transactions initiated by the secondary cardholder as authorized by you and you will be liable for all transactions, fees and other liabilities related to such secondary cardholder.
V. Using the Card and Card Account and Limits
Subject to the limitations set forth in this Agreement, you may use your Card and Card Account, as applicable, to access funds in your Card Account, including to purchase goods or services wherever your Card is honored as long as you do not exceed the value available in your Card Account and aggregate purchases do not exceed the limits set forth in Exhibit 2. There may be Fees associated with some of these transactions. For fee information, see the Exhibit 1 attached to this Agreement.
A. You will be provided with the Bank’s routing number and assigned a 16 digit account number (the “Account Number”) once your identity has been verified. The Bank’s routing number and your assigned Account Number are for the purpose of initiating direct deposits to your Card Account and authorized ACH debit transactions only. If you do not have sufficient funds in your Card Account, debits to your Card Account may be declined and your payment will not be processed. You also may be assessed an ACH decline fee (see Exhibit 1).
B. With your PIN, the Card may be used to obtain cash at any Automated Teller Machine (“ATM”) in the U.S. displaying the Visa or MoneyPass acceptance marks, subject to your applicable daily cash withdrawal limit set forth in Exhibit 2. The Card cannot be used at international ATMs without prior notice. Fees may apply (see Exhibit 1 for details). ATM owner-operators may impose their own fees and lower limits on cash withdrawals. All ATM transactions are treated as cash withdrawal transactions and subject to your daily cash withdrawal limit. You may use your PIN at any Point of Sale (“POS”) device, as permitted by a merchant that bears the Interlink acceptance marks, and subject to your daily purchase limit. Each time you use the Card, you authorize the Bank to reduce the value available in your Card Account balance by the amount of the transaction and any applicable fees.
C. Foreign Transactions. The Card may only be used to conduct transactions within the 50 United States, District of Columbia and U.S. Territories (Puerto Rico, Guam, Northern Marianas, the U.S. Virgin Islands, and American Samoa). The Card may be used to conduct international transactions, including, without limitation, transactions conducted on international merchant websites or mobile applications accessible within the United States; provided the merchant accepts the Visa or any other logo on the Card. All debits to your Card Account will be posted in U.S. dollars. Transactions made in a foreign currency are converted into U.S. dollar amounts by Visa, using its then current currency conversion procedure and rate. The currency conversion rate used on the processing date may differ from the rate in effect on the transaction date or periodic statement posting date. Foreign transactions are subject to foreign transaction fees, as set forth in Exhibit 1, and will be included in the amount charged to your Card Account.
D. Card Not Present Transactions. If you initiate a transaction without presenting your Card (such as for a mail order, internet or telephone purchase or an ACH debit), the legal effect will be the same as if you used the Card itself. For security reasons, the amount or number of such transactions you may make may be limited.
E. The total amount of purchases, transfers, reloads and cash withdrawals (including withdrawals inside a bank office) that you can perform in any single day or over any other period is limited to the amounts set forth in the enclosed Exhibit 2. For security reasons, you may be further limited as to the number or dollar amount of transactions you can make with your Card. We may, at our discretion, modify the limits from time to time. You will be notified of any change in the manner provided by applicable law prior to the effective date. Card limits are subject to periodic review and may be changed based on your Card Account history, activity, and other factors, including but not limited to your Card activity. We retain sole discretion to apply and change limits.
F. You may add funds to your Card Account at any time. The maximum deposit amount is set forth in Exhibit 2. You agree to present the Card and meet identification requirements to complete deposit transactions as may be required from time to time. Deposit locations may have their own deposit limits that may be less than our allowable amount. Deposit locations also may assess a fee to deposit funds to your Card Account. You also may direct deposit funds to your Card Account by providing the Bank’s routing number and your assigned Account Number to your employer or other direct deposit payor. You cannot deposit funds into your Card Account by check or money order.
VI. Split Transactions and Authorization Holds
A. Split Transactions. If you do not have sufficient funds in your Card Account, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Some merchants will only allow you to do a split transaction if you pay the remaining amount in cash. If you fail to inform the merchant that you would like to complete a split transaction before swiping your Card, your Card is likely to be declined.
B. Authorization Holds. When you use your Card to purchase goods or services or to make a cash back withdrawal transaction, the merchant may attempt to obtain preauthorization for the transaction. If the merchant makes such a request, a “hold” is placed on your Card Account balance for the amount of the preauthorization request (which may vary in some cases from the amount of the actual purchase, depending on the merchant or purchase type), until the merchant sends the final payment amount of your purchase, or for up to sixty (60) days, even if you fail to make the purchase. During the hold period, you may not have access to the preauthorized amount in your Card Account. We will not be responsible if any transactions are not completed because of the hold. If the preauthorization request varies from the amount of the actual transaction, the actual transaction amount will be debited from your Card Account, even if this results in your Card Account balance becoming negative. You remain responsible for any negative balances in your Card Account. If you use the Card at an automated fuel dispenser (“pay at the pump”), the transaction may be preauthorized for an amount up to $100.00. If the Card is declined, but you have sufficient funds available in your Card Account, you should use the Card to pay for the purchase inside with the cashier. If you use the Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 20% to ensure there are sufficient funds available to cover tips or incidental expenses incurred. You do not have the right to stop payment on any purchase or payment transaction originated by use of the Card.
VII. Obligation for Negative Balances
Each time you initiate a Card transaction, you authorize the Bank to reduce the funds available in your Card Account by the amount of the transaction and all associated fees. You are not allowed to exceed the available amount in your Card Account through an individual transaction or a series of transactions (creating a “negative balance”). Nevertheless, if any transaction causes the balance in your Card Account to go negative, including any purchase transactions where the retailer or merchant does not request authorization, you shall remain fully liable to us for the amount of any negative balance and any corresponding transaction fees. You may also be liable for any related Insufficient Funds/NSF Fee(s) as set forth in Exhibit 1. We reserve the right to bill you for any negative balance or to recoup such negative balance from any other Card we have issued to you. You agree to pay us promptly for the negative balance and any related fees. We also reserve the right to cancel your Card if you create one or more negative balances with your Card. If you fail to pay us amounts owed under this Agreement, we may refer your Card Account and collection of amounts owed to a collection agency.
VIII. Recurring Transactions
If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient balance in your Card Account to cover the transaction. If these recurring transactions vary in amount, the recipient of the recurring transaction should inform you, ten (10) days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set. If you have provided instructions for recurring transactions from your Card Account, you can stop the payment by notifying us orally at (913) GIGZTER or in writing to 3001 Bishop Dr #300, San Ramon CA 94583 at least three (3) business days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, we will be liable for your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant in order to stop the recurring transaction.
IX. Preauthorized Credit.
If you have arranged to have direct deposits made to your Card Account at least once every sixty (60) days from the same person or company and you do not receive a receipt/statement (paystub), you can call us at [Insert Toll Free Number] to find out whether or not the deposit was made.
You may obtain information about the amount of funds available in your Card Account by using the Program Manger’s mobile application or visiting the Program Manager’s website. This information, along with a 12-month history of Card transactions, is available by logging into your account using the Program Manager’s mobile application or website. You also have a right to obtain a 24-month written history of Card transactions by sending an email to email@example.com or by calling (913) GIGZTER. Pursuant to the E-Signature and Electronic Disclosure Agreement, we will deliver any account statements required by law to you in electronic form. This means you will not automatically receive paper statements. You are responsible for keeping track of your available Card Account balance. Merchants generally will not be able to determine your available balance. It is important to know your available Card Account balance before making any transaction.
XI. Return and Refunds
If you are entitled to a refund for any reason for goods or services obtained with the Card, you agree to accept credits to your Card Account for refunds and agree to the refund policy of the merchant. Neither the Bank nor Program Manager is responsible for the delivery, quality, safety, legality or any other aspects of the goods or services you purchase from others with the Card. If you have a problem with a purchase you made with the Card, or if you have a dispute with the merchant, you must handle it directly with the merchant. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs.
You should get or request a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipts to verify your transactions. You can get a receipt at the time you make a withdrawal from your Card Account using one of our ATM terminals (if available)
XIII. CARD CANCELLATION, SUSPENSION AND LIMITS AND CARD REPLACEMENT
We reserve the right, at any time and in our sole discretion, to limit your use of the Card, including limiting or prohibiting specific types of transactions. The Bank may refuse to issue a Card, revoke Card privileges or cancel your Card with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, you may do so by calling (913) GIGZTER or the number on the back of your Card. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. The cancellation of Card privileges will not otherwise affect your rights and obligations under this Agreement. Not all services described in this Agreement are available to all persons or at all locations. We reserve the right to limit, at our sole discretion, the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited. We can waive or delay enforcement of any of their rights under this Agreement without losing them.
If you need to replace the Card for any reason, call (913) GIGZTER or send an email to 3001 Bishop Dr #300, San Ramon CA 94583 to request a replacement. You will be required to provide personal information which may include the last four digits of your Card number, your full name and knowledge of the Card transaction history. If you believe the Card has been lost or stolen, you may immediately disable it by calling us at (913) GIGZTER. We may cancel any Card that has been disabled for sixty (60) calendar days or longer.
XV. Our Liability for Failure to Complete Transactions
In no event will Bank or Program Manager be liable for consequential damages (including lost profits), extraordinary damages, special or punitive damages. Neither Bank nor Program Manager will be liable, for instance: (1) if, through no fault of Program Manager or of the Bank, you do not have enough funds available in your Card Account to complete the transaction; (2) if a merchant refuses to accept your Card or provide cash back; (3) if an ATM where you are making a cash withdrawal does not have enough cash; (4) if an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction; (5) if access to your Card has been blocked after you reported your Card lost or stolen; (6) if there is a hold or your funds are subject to legal process or other encumbrance restricting their use; (7) if Program Manager or the Bank has reason to believe the requested transaction is unauthorized; (8) if circumstances beyond Program Manager or the Bank’s control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that Program Manager or the Bank has taken; or (9) any other exception stated in this Agreement with you.
XVI. Lost or Stolen Cards or Unauthorized Transfers
If you believe your Card or PIN has been lost, stolen or compromised, call (800) GIGZTER or the number on the back of your Card or contact us by email at firstname.lastname@example.org or write us at 3001 Bishop Dr #300, San Ramon CA 94583. You should also call us at the number set forth in this Section or write us at the address set forth in this Section if you believe an electronic transfer has been made using the information from your Card or Card Account without your permission.
XVII. Your Liability for Unauthorized Transactions
A. Immediate Contact. The Card is a commercial Card and does not provide consumer protections for lost or stolen Cards or unauthorized transactions. Treat the Card like cash. Until you or an Authorized User reports a Card as lost or stolen or reports an unauthorized transaction on a Card, you are fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact customer service IMMEDIATELY if you or Authorized User believes: (i) a Card has been lost or stolen, (ii) some- one has gained unauthorized access to any access information for your Card, or (iii) someone has transferred or may transfer funds from the Card without permission. Reporting a lost/stolen Card or unauthorized transactions through (913) GIGZTER or emailing us at email@example.com or by logging into the Website to deactivate the Card is the best way to minimize possible losses.
B. Visa Zero Liability. Under Visa Zero Liability Protection, you will not be held responsible for unauthorized transactions if you have used reasonable care in safeguarding your Card from loss or theft and you promptly reported to us when you became aware that your Card was lost or stolen. Visa Zero Liability applies to purchases made in store, over the telephone, online or via a mobile device and ATM transactions. Visa Zero Liability may not apply to certain Visa payment cards that are used for commercial purposes.
C. Notifications After 60 Days of Your Statement is Made Available. If you become aware of and/or your statement shows transactions that you did not make, notify us im- mediately. however, if you fail to report an unauthorized use that appears on a periodic statement within 60 days of when your periodic statement was made available to you, then you may be liable for the amount of each unauthorized transfer that occurs after the close of the 60 days and before you provide notice to us, unless the delay in notifying us was due to extenuating circumstances beyond your reasonable control.
D. Your Responsibility. If you and Authorized User permit another person to have access to a Card, we will treat this as if you or Authorized User has authorized such person to use the Card, 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 User even if the Authorized User exceeds the scope of the authority granted to such Authorized User by you. If you want to withdraw permission for an Authorized User to use a Card, then transactions made with the Card will be considered unauthorized only after you notify us that the per- son is no longer authorized to use the Card.
XVIII. Your Right to Dispute Errors
When an unauthorized transaction or other error occurs in the Card Account, including unauthorized transactions that occur because the Card has been lost or stolen, we will cover you for the full amount of every eligible unauthorized transaction or other error as long as you follow the procedures discussed in this Section. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the problem or error appeared.
1. Tell us your name and account number.
2. Describe the error or transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
3. Tell us the dollar amount of the suspected error.
If you tell us verbally, we may require that you send us your complaint or question in writing within ten (10) business days.
We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days (ninety (90) days for those transactions at merchant POS terminals, processed on a new account, or initiated outside the United States) to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days for the amount you think is in error so that you will have full use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your account.
For errors involving new accounts (an account where the first deposit to the account occurs less than 30 days before the error), we may take up to twenty (20) business days to credit your account for the amount you think is in error.
We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
XIX. Digital Wallet
A. Adding a Card. You can add your Card to a digital wallet by following the instructions of the digital wallet. The digital wallet may not be accepted in all places where your Card is accepted. We may terminate the ability for you to add the Card to a digital wallet at any moment.
B. Remove Your Card from the Digital Wallet. You should contact the digital wallet provider to remove a Card from the digital wallet. We can end or suspend your ability to use a Card with the Digital Wallet at any time.
C. Card Responsibility. You are solely responsible for maintaining the security of your digital wallet credentials (including user identification, password or other access credentials). If you share these credentials with any other person, you expressly authorize them to access your personal information, access your accounts and initiate charges to your Cards using the digital wallet service.
D. Fees. We currently do not impose a fee for using your Card at a Digital Wallet, but we reserve the right to impose a fee in the future. Please note that a Digital Wallet provider or another third party enabling or associated with your use of a Digital Wallet may charge a fee for using your Cards in a Digital Wallet.
E. No Liability for the Digital Wallet. We are not provider of the digital wallet and we are not responsible for providing the digital wallet service to you. We are only responsible for supplying information securely to the digital wallet provider to enable usage of the Card in such digital wallet. We are not responsible for any failure of the digital wallet or the inability to use the digital wallet for any transaction. We are not responsible for the performance or non-performance of the digital wallet provider or any other third parties regarding any agreement you enter into with the digital wallet provider or associated third‐ party relationships that may impact your use of the digital wallet. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK, AND WE ARE NOT RESPONSIBLE FOR THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, OR ACCURACY.
This Section sets forth the circumstances and procedures under which Claims (as defined below) shall be arbitrated instead of litigated in court upon the election of either party.
A. Definitions: As used in this Arbitration Section, the term “Claim” means any claim, dispute or controversy between you and Bank, Program Manager or any of their agents or retailers, arising from or relating to the Card or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this Arbitration Section or the Agreement. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) your Card, or the Cards of any additional cardholders designated by you; (ii) the amount of available funds on the Cards; (iii) advertisements, promotions or oral or written statements related to the Cards, goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; and/or (v) your enrollment for any Card. As used in this Arbitration Section, the terms “we” and “us” shall for all purposes mean the Bank, Program Manager, their respective wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns, and all of their agents, employees, directors and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Section, the terms “you” or “yours” shall mean all persons or entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually obligated under any of the Agreements and all additional cardholders.
B. Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
C. Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS ARBITRATION OR A JOINT ARBITRATION, EXCEPT AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
D. Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other cardholders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
E. Location of Arbitration/Payment of Fees: Any arbitration shall take place in Memphis, Tennessee, unless otherwise agreed in writing by the parties. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.
F. Arbitration Procedures: This Arbitration Section is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Section shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding.
G. Continuation: This Arbitration Section shall survive termination of your Card as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Section is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Section, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
XXI. Other Terms.
A. The Card and your obligations under this Agreement may not be assigned. The Bank may transfer its rights under this Agreement. Use of the Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. The Bank does not waive its rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of Tennessee except to the extent governed by federal law.
B. By activating the Card or by retaining, using or authorizing the use of it, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a jurisdiction where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.
C. The terms and conditions of this Agreement may be revised by posting a revised version here www.gigzters.com/legal. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes, the Bank or Program Manager can implement such change without prior notice. We may cancel or suspend the Card or this Agreement at any time. You may cancel this Agreement by returning the Card to the Bank. Your termination of this Agreement will not affect any of the Bank’s or Program Manager’s rights or your obligations arising under this Agreement prior to termination. In the event your Card is cancelled, closed or terminated for any reason, any remaining available funds associated with the Card Account will be returned to you, subject to any contrary provision in this Agreement and applicable law.
Fee Amount and Frequency
Fee for Out-of-Network ATM Withdrawals
INSERT FINTECH FEE
Transactions at MoneyPass(R) ATMs are fee free.
Foreign ATM Transaction Fee
3% of transaction amount
This is our fee. You may also be charged a fee by the ATM operator or other third party.
ATM Cash Deposit Fee
Cash deposits are only available at select MoneyPass(R) ATMs
Dollar Limit per Day
Points of Sales (Merchants) Transactions
ATM Cash Withdrawal
ATM Cash Deposit (if MoneyPass)
We want to provide you with communications electronically. Certain laws and regulations require us to provide communications to you “in writing,” which means you may be entitled to receive the information on paper. The E-SIGN Act allows us to provide you communications electronically and to conduct transactions with you electronically, with your consent.
Please read this Evolve Bank & Trust Electronic Communication Consent (the “Consent”) carefully prior to providing us with your consent. This Consent describes how we deliver and receive communications to and from you electronically and asks you to consent to use electronic records and signatures in our relationship with you. If you do not agree to this Consent or you later withdraw your consent provided herein, you may not be able to continue to use our services.
“We”, “us”, and “our” means Evolve Bank & Trust, its current or future affiliated companies, agents, assignees and service providers.
“You” and “your” mean each applicant, account owner and anyone else with access to the account. If there is more than one owner, then these words mean each account owner separately, and all account owners jointly.
“Product” means each and every account, product or service we offer or will offer.
The words “include” and “including,” when used at the beginning of a list of one or more items, indicates that the list contains examples and is not exclusive or exhaustive, and the items in the list are only illustrations.
Scope of Communications to be Provided in Electronic Form.
This Consent applies to all Communications and Products. By applying for or using a Product, you agree that any Communications will be provided in electronic format, to the extent allowed by law, and that paper Communications will not be sent. Your consent to receive electronic Communications and transactions includes, but is not limited to:
▪ All legal and regulatory disclosures and communications associated with the Product;
▪ The Account Terms, including any amendments thereto, and any and all agreements by and between you and us that relate to a Product;
▪ Privacy policies and notices;
▪ Responses to claims filed in connection with a Product;
▪ Statements; and
▪ All other communications between us and your concerning the Product and any related transactions, products or services.
Sometimes the law, or our agreement with you, requires you to give us a written notice. You must still provide these notices to us on paper, unless we specifically tell you in another Communication how you may deliver that notice to us electronically.
We reserve the right, at our sole discretion, to discontinue the provision of electronic Communications, or to terminate or change the terms and conditions upon which electronic Communications are provided. We will provide you with notice of any such termination or change as required by law.
Method of Providing Communications in Electronic Form.
All Communications that we provide in electronic form will be provided either (1) by e-mail or (2) by access to a website designated in an email notice from us, (3) through the any mobile application we may make available, (4) to the extent permitted by law, by access to a website generally designated in advance for such purpose, or (5) in the manner specified in any other agreement we or our affiliates have with you.
If you seek to obtain a new product, service or account with us, we may remind you that you have already consented to receiving electronic Communications and using electronic signatures in your relationship with us.
Continuing to use our Products after receiving updates to our system requirements signifies your acceptance of the change and reaffirmation of your consent.
Keeping your Records Current.
It is your responsibility to provide us with a true, accurate and complete e-mail address, street address, and other information related to this Consent and a Product, and to maintain and update promptly any changes in this information. You can update information (such as your e-mail address) by contacting us at [INSERT EMAIL ADDRESS]. We are not responsible for any delay or failure in the receipt of the Communications if we send the Communications to the last e-mail address you provided to us.
System Requirements for Accessing Communications.
In order to access, view, and retain electronic Communications that we make available, you must have:
▪ computers capable of running one of these compatible browsers:
▪ Internet Explorer version 9.0 or higher.
▪ Firefox version 35 or higher.
▪ Safari version 6.1 or higher.
▪ Chrome version 38 or higher.
▪ an Apple iPhone or iPad running iOS version 9.0 or higher.
▪ access to an active e-mail account with an email service provider.
We may update these requirements as necessary to preserve the ability to receive electronic Communications. If there is a substantial change in these requirements, you will be notified as required by law.
Requesting Paper Copies.
We will not send paper copies of any Communication; however, we reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically. You can obtain a paper copy of an electronic Communication by printing it or by requesting that we mail a paper copy. To request a paper copy, call us at [INSERT NUMBER] during normal business hours, except for national holidays. There may be a fee associated with the request for the delivery of paper copies of any Communication provided electronically pursuant to this Consent.
Communications in Writing.
All Communications in either electronic or paper format from us to you will be considered “in writing.” You should print or download a copy of this Consent and any other Communications for your records.
Withdrawing Your Consent
You can withdraw your consent to receive Communications electronically at any time. Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it. To withdraw your consent to receive Communications electronically, you must contact us by e-mailing at [INSERT EMAIL ADDRESS].
If you withdraw consent, your access to all Products will be terminated and any account you have with us will be closed and funds will be returned to you in accordance with the account agreement. If you withdraw consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.
By applying for or using a Product or by checking any call to action (including “I Agree” or similar language), you give us affirmative consent to receive electronic Communications as described herein.
By providing your consent, you are also confirming that you have the hardware and software described above, that you are able to receive and review electronic Communications, and that you have an active email account. You are also confirming that you are authorized to, and do, consent on behalf of all the other account owners, authorized signers, authorized representatives, delegates, product owners and/or service users identified with your Products.
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
Social Security number and account transactions
Payment history and account balances
Credit history and transaction or loss history
All financial companies need to share members’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Evolve Bank & Trust chooses to share; and whether you can limit this sharing.
Questions? Call 866.395.2754
WHO WE ARE
Who is providing this notice?
Evolve Bank & Trust
WHAT WE DO
How does Evolve Bank & Trust protect my personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Evolve Bank & Trust collect my personal information?
We collect your personal information, for example, when you
Open an account or provide account information
Use your credit or debit card or apply for financing
Give us your contact information
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only
Sharing for affiliates’ everyday business purposes – information about your creditworthiness
Affiliates from using your information to market to you
Sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.
Companies related by common ownership or control. They can be financial and non-financial companies.
Our affiliates include companies with an Evolve name, such as Evolve Bancorp, Inc.
Companies not related by common ownership or control. They can be financial and non-financial companies.
Non-affiliates we share with can include insurance companies, service providers, co-branded partners, retailers, data processors, membership clubs, companies engaged in selling of consumer products and services, financial services companies, banks, and mortgage servicing companies.
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
Our joint marketing partners include companies such as financial services companies and other financial institutions.
VT: Accounts with a Vermont mailing address are automatically treated as if they have limited the sharing as described on page 1.
NV: If you prefer not to receive marketing calls from us, you may be placed on our Internal Do Not Call List by calling 866.395.2754 or by writing to us at: 6070 Poplar Ave, Suite 100, Memphis, TN 38119. For more information, contact us at the address in the preceding sentence.
You may also contact the Nevada Attorney General’s Office:
Bureau of Consumer Protection
Office of the Nevada Attorney General
555 E. Washington St., Suite 3900,
Las Vegas, NV 89101
You have the right to opt-out of the sale of certain personal data to third parties. You can exercise this right by contacting us at the above address and providing us with your name and the account number. Please note that we do not currently sell your personal data as sales are defined in Nevada Revised Statutes Chapter 603A. You may also fill out our contact form to exercise rights under this section.
CA: Under California law, we will not share information we collect about you with companies outside of Evolve Bank & Trust, unless the law allows. For example, we may share information to service your accounts, or to provide rewards or benefits you are entitled to. We will limit sharing among our companies to the extent required by California law.
UPDATED: September 2020
This document, as amended or supplemented by the attached disclosures and pricing guides, (collectively, the “Account Terms”) contains the general terms, conditions and disclosures for the Evolve Bank & Trust transaction account (the “Account”) and constitutes an agreement between the Bank (as defined below) and you. For purpose of these Account Terms, the term “Account” may also collectively include Sub-Deposit Accounts.
References to the “Bank,” “we,” “us,” or “our” means Evolve Bank & Trust and any of its affiliates. References to “you” and “your” means any person or entity that holds, owns or has authority to use, whether individually or on behalf of another person or entity, the Account. The Account Terms may be supplemented or amended as set forth in Section V(E) (Miscellaneous Terms). Bank services and access and use of your Account may be provided to you through the website and/or mobile phone application of our service provider (the “Service Provider,” and its website and mobile phone application, the “Service Provider Platform”). The Service Provider may offer you additional services through its Service Provider Platform, pursuant and subject to the terms and conditions between you and the Service Provider (the “Services” and such terms and conditions, the “Service Provider Terms”). Please see Section II (The Account) for additional information.
By opening or continuing to maintain an Account with us, you agree to be bound by these Account Terms, and all applicable agreements, disclosures, and other documents, as well as by all applicable federal or state laws, statutes and regulations. Please keep a copy of these Account Terms.
We may decline to open an Account for any reason, or for no reason. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.
THESE ACCOUNT TERMS ARE SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION IV (ARBITRATION AND WAIVERS).
The Account is available to an entity legally operating in the U.S. and with a U.S. physical address. The Account is only available for business purposes only, and you must not use it for personal, family or household purposes. You are not entitled to open an Account under these Account Terms if you are not a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization or sole proprietorship. We reserve the right to close your Account if we determine that it is used for any impermissible purpose, as we may determine from time to time. You must also agree to go paperless. This means that: (1) you must keep us supplied with your valid email address and telephone number; and (2) you must agree to accept electronic delivery of all communications that we need or decide to send you. Please see the Evolve Bank & Trust Electronic Communication Consent for additional details.
The Account is a transaction account that pays a variable rate of interest and allows you to make certain payments and transfers to third parties. The Account is a business account that may be used only for business purposes. The Account may not be opened as a joint account. You cannot give a security interest or pledge your Account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else. Unless we agree in a separate writing otherwise a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised.
To open an Account, you must submit to us an application and all information that we may require. You represent to the Bank that you are authorized to do business in the manner indicated to us and that the acts of person(s) opening the Account have been ratified. You agree that the Bank may rely on such representations without requiring additional information or documentation and that you will furnish such information upon request. You are solely responsible for meeting any legal requirements to establish and maintain the type of Account requested and have a duty to inform us of the status of any change to your organization, including any change to the type of entity. Federal regulations require that you provide us with information concerning the beneficial owners of a legal entity at Account opening. You may also be asked to provide such information at other times (and on any qualifying account) upon request of the Bank. You shall have a continuing obligation to provide any other documentation we may request from time to time, including any information required under our customer identification program to establish your identity. If at any time we determine that the beneficial ownership information you provided to us was false, incorrect, or of concern to the Bank, or if you refuse to provide us with the information when requested, we may close, block, restrict or freeze any or all of your Accounts.
We reserve the right to require the Account holder(s) to furnish us with such resolutions, agreements or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the Account holder(s). We will honor such an authorization until we receive written notice of change from the governing body of the organization. It is mutually agreed that the power and authority of each person named as authorized to take action with respect to the Account shall continue in full force and effect until we receive actual written notice of revocation, whether the same be brought about by dissolution of the Account holder or otherwise.
By opening an Account, you agree that we can gather personal information about you and/or your beneficial owners from one or more consumer reporting agencies, governmental entities and/or other third parties. You also agree that we have the right to access follow-up consumer reports while your Account is open for maintenance, review or collection purposes.
Your Account will not be considered "opened" until it is funded. This means your balance must be at least a penny. Once your account is considered “opened,” there is no minimum balance required and no maximum balance limit. However, we may, at our sole discretion and at any time, require a minimum balance and set a maximum balance limit.
You understand that we have engaged Service Providers to perform a number of services for you under these Account Terms, including, but not limited to, identity verification, compliance monitoring, risk mitigation and management, managing your transfer instructions and other related services. Service Providers, along with their partners and agents, are the servicer of your Account. In that capacity, Service Provider may act on our behalf, perform our obligations or enforce our rights under these Account Terms. A Service Provider may also offer Services in connection with your Account to allow you to provide us with payment instructions and to view certain Account information using the Service Provider Platform. You understand that any payment instruction provided to us or activity performed in connection with your Account (including electronic fund transfers (“EFTs”)) using the Services shall be deemed authorized and valid and Bank is under no obligation to investigate the instruction or activity.
To the fullest extent permitted by law, we will not have any liability in connection with the Services and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and lack of viruses related to the Services. In no event shall we be liable for: (1) damages caused other than by our own gross negligence or intentional misconduct; or (2) indirect, special, incidental, consequential or punitive damages whatsoever (including, but not limited to, damages for lost profits, disclosure of confidential information, or loss of privacy) arising out of or in any way related to the use of or inability to use the Services, even if we have been advised of the possibility of such damages.
In connection with your Account, we may (but are not obligated to) issue you a debit card (the “Card”) that will automatically link to the Account. If a Card is made available to you, it is subject to a debit card agreement by and between you and us. The Card may be used to initiate withdrawals at ATMs and points of sale and may be used to purchase goods and services. By using your Card, you authorize us and/or our agents to debit your Account. We reserve the right to refuse to make any transfer for security, credit, legal/regulatory, or other reasons, as we determine in our sole discretion. You are responsible for all transactions you authorize using the Card, including any losses, charges, or penalties incurred as a result. You may be charged for your use of the Card at ATMs. The Card is the property of the Bank, and if your Account is closed or your Card privileges are cancelled, you agree to stop using the Card and destroy it.
You may link your bank account at another financial institution (“Linked Account”) to your Account in order to transfer funds between your Linked Account and your Account. You represent and warrant: (1) that you have the right to authorize any and all charges and debits to the Linked Account; (2) the Linked Account is held at a depository institution located in the U.S.; (3) you are individually or jointly the owner of the Linked Account; and (4) the Linked Account business purpose or commercial account. You will indemnify and hold us harmless from any claims by any person related to the Linked Account, including any other owner of the Linked Account. You are not permitted to link your Account with a credit, debit, gift, or other type of card issued by a third party or another bank. You may deposit funds into or withdraw funds from your Account by using the Service Provider Platform to initiate an Automated Clearing House transfer (“ACH Transfer”) to or from the Linked Account. We do not accept requests made otherwise to initiate ACH Transfers. Requests for ACH Transfers to debit the Linked Account that are made before 4:00 PM MT on a business day, shall be considered received on the business day the request is made. Requests for ACH Transfers to debit the Linked Account that are made after 4:00 PM MT on a business day or on a non-business day, shall be considered received the next business day.
You may deposit funds into or withdraw funds from your Account by having an external bank (directly or through a third party) initiate an ACH Transfer to or from your Account at the Bank. The external account that you are depositing funds into or withdrawing funds from must be at an external bank located in the U.S.
We may (but are not obligated to) permit you to initiate a transfer of funds between your accounts at the Bank through a Service Provider Platform. We do not accept requests made otherwise to initiate internal transfers.
When you make a deposit, we will act only as your collection agent and will not be responsible beyond the exercise of good faith and ordinary care. All deposits are provisionally credited subject to our receipt of final payment. If a deposit or transfer of funds into your Account is returned or rejected by the paying financial institution for any reason, you agree that we may deduct the amount of the deposit or transfer against your Account, without prior written notice to you.
Except as provided below, you may make withdrawals from your Account up to the available balance in your Account by any means that we make available to you. We may refuse a withdrawal request exceeding the available funds in your Account even if you make a deposit later in the business day after we refuse your withdrawal request. If your available balance is not enough to pay a transaction you make, we may assess an insufficient or unavailable funds fee, regardless of whether we pay the transaction. We may allow withdrawals at any time, but reserve the right to require seven (7) days written notice of intention to withdraw funds from your Account if your Account is a negotiable order of withdrawal (NOW) account.
This section summarizes how we generally post some common transactions to your Account. Posting transactions to your Account impact your Account balance. Posting a credit increases your balance, while posting a debit or hold reduces your balance. Credits include deposits and credits we make. Holds include deposit holds, Card authorizations and holds related to withdrawals and EFTs. Debits include withdrawals, transfers, payments, Card transactions and fees.
We use automated systems to process transactions and then to post transactions to your Account. When we process multiple transactions for your Account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, pay, decline or return credits, debits and holds in any order at our option.
We generally post common transaction as follows. We group the different types of transactions into categories. We use several different categories for holds, credits, and debits. Most categories include more than one transaction type. After the end of the business day, our automated systems assign each transaction received for that day to a category. We generally post all transactions within a category, using the posting order or orders that apply to that category, before we post any transactions assigned to the next category.
First, we start with the balance in your Account at the beginning of the business day, subtract holds from your balance, and make any adjustments from prior days. Next, we generally add available deposits and credits to your balance and then subtract debits from your balance based on the debit category. We subtract debits in a category from your balance in order from the highest to lowest dollar amount, unless specified otherwise herein. The first category of debits to be applied against your balance are certain Card and ATM transactions (e.g., Card transactions and ATM withdrawals and transfers). The debits within this category are subtracted from your balance in date and time order our systems receive date and time information. If we make checks available to you, this category is applied next against your balance. Check posting will be in sequential order based on the check number, and for any check for which the number cannot be read, from highest to lowest amount following the posting of number legible checks. We then subtract from your balance any other types of electronic debits in order from the highest to lowest dollar amount. These debits include ACH Transfers. Finally, we subtract from your balance most fees (such as monthly maintenance fees, overdraft fees, returned item fees, and ATM fees) in order from highest to lowest dollar amount. Some fees may show as “processing” until the next day.
You agree that we may determine in our discretion the orders in which we post transactions to your Account. You agree that we may determine in our discretion the categories, the transactions within a category, the order among categories and the posting orders within a category. We sometimes add or delete categories, change posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you.
We receive credits, debits and holds throughout the day. Regardless of when during the day we receive transactions for your Account, you agree that we may treat them as if we received all transactions at the same time at the end of the business day. During the day, we show some transactions as processing. Please note that transactions shown as processing have not been posted yet. The posting order for these transactions is determined at the end of the day, with the other transactions we receive for that day and based on the category. We do not always receive debits on the same day that you conduct them. We generally post credits and debits to your Account, and report them on your statement, in a different order than the order in which you conduct them or we receive them.
We generally determine at the time we post a debit to your Account whether it creates an overdraft and whether an overdraft or returned item fee applies. You should note that sometimes we authorize a transaction at a time when you have enough available funds to cover it, but because other transactions post before it and reduce your balance, the transaction creates an overdraft when we post it to your Account. You can avoid fees for overdrafts and returned items by making sure that your Account always contains enough available funds to cover all of your transactions. When your Account balance includes some funds that are subject to a hold, dispute or legal process, you should note that those funds are not available to cover your transactions. Our posting orders can impact the number of overdraft fees we charge you when you do not have enough available funds to cover all of your transactions. When several debits arrive the same business day for payment from your Account and you do not have enough available funds in your Account to cover all of the debits we receive for that day, you understand that some posting orders can result in more overdrafts, and more fees for overdraft items and returned items, than if we had used other posting orders. You agree that we may in our discretion choose our posting orders, and also change them from time to time, regardless of whether additional fees may result. When your Account balance includes some funds that are not available at the time that we post a debit, and you do not have enough available funds in your Account to cover the debit, the debit results in an overdraft and we generally charge you an overdraft fee or returned item fee for the debit. We do not show holds or distinguish between available and unavailable funds in your Account balance on your statement.
During processing, we generally include in your Account balance some transactions that you make after the business day cut-off, but before the end of the calendar day. Deposits are made available based on Section VIII (Deposit Availability Disclosure). We generally subtract from your Account balance the following debits, when the transaction occurs after the cutoff time for the business day, but during the same calendar day: cash withdrawals made at an ATMs and any credit-push ACH Transfers of EFTs.
The Federal Deposit Insurance Corporation (“FDIC”) insures deposits according to the ownership category in which the funds are insured. Not all accounts may be insured. Unless otherwise stated by us or the FDIC, the Account is insured by the FDIC up to the standard maximum deposit insurance amount per depositor, per ownership category (the “Standard Insurance Amount” or “SIA”). For purposes of determining the SIA applicable to your Account, you need to consider all accounts that you also hold at the Bank in the same ownership category. To determine SIA applicable to your Account with us and for any other FDIC insurance requirements that may apply, please visit the FDIC’s website at www.fdic.gov/deposit/deposits or call the FDIC directly at 1-877- ASKFDIC (1-877-275-3342). You can also use the FDIC’s Electronic Deposit Insurance Estimator (EDIE) at www.fdic.gov/edie. Please see subsection L below for additional information regarding FDIC insurance coverage for Sub-Deposit Accounts.
If we receive a levy, attachment, or other legal process against you or any party to your Account, we may refuse to permit withdrawals or transfers from your Account until the legal process is dismissed or satisfied. Any levy, attachment, or other legal process will be subject to our right of set-off and security interest. You are responsible for any losses, costs, or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim against the funds in your Account, or if we know of or believe that there‘s a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we‘re satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder(s); (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.
We will deliver or make available to you periodic statements for your Account at least four (4) times a year, unless your Account is determined to be inactive. The Account statement will describe payments or transfers made inconnection with your Account. You agree to notify us promptly if you do not receive your statement by the date you normally would expect to receive it. Your periodic statement may be accompanied by items or a facsimile of those items listed on the statement, unless the item or an image of the item is unavailable for any reason. You agree that the statement and items all have been delivered or made available to you in a reasonable manner. We will not be responsible for any indirect, special or consequential damages under any circumstances for our inability to provide copies of an item. Our liability, if any, will not exceed the face amount of an item in question.
We will, from time to time, place your funds provided to us in a deposit account or omnibus custody account (“Sub-Deposit Account”) with other depository institutions (each an “Insured Depository Institution”). You will not be charged a fee for our placement of your funds or in connection with the Sub-Deposit Account. We also will act as the agent/custodian with respect to your Sub-Deposit Account pursuant to this subsection. You consent to us placing funds with Insured Depository Institutions. If you do not consent to our placement of funds with Insured Depository Institutions, you should not open an Account or deposit funds with us.
The Sub-Deposit Account will be established by an Insured Depository Institution that has entered into agreements with us. Your funds in the Sub-Deposit Account will bear the interest rates and APY you have agreed to with us (if any). All payments with respect to the Sub-Deposit Account by the Insured Depository Institutions will be made to us, and we will credit the funds to your Account.
Your only rights with respect to the Sub-Deposit Account is to demand we repay you all amounts in your Account, including those transferred to the Sub-Deposit Account. The Sub-Deposit Account may not be transferred to another institution, except by us or the Insured Depository Institution. You may terminate our role as your agent/custodian and our ability to deposit funds you provide us in the Sub-Deposit Account. Any termination will result in a return of funds in accordance with law and closing of your Account and any Sub-Deposit Account opened specifically for you.
When we place funds with Insured Depository Institution and act as your agent with respect to the Sub-Deposit Account, we will ensure the records of the Insured Depository Institution are in our name, as agent or custodian. The funds deposited in the Sub-Deposit Account will be FDIC insured to the same extent as if such funds were held in the Account with us. In other words, the depositing of your funds into the Sub-Deposit Account will not otherwise increase your FDIC deposit insurance coverage. You will not receive any written confirmation of the establishment of the Sub-Deposit Account or transfer of funds to the Sub-Deposit Account; instead, we will maintain records clearly indicating the transfer and beneficial ownership of the Sub-Deposit Account. You must immediately report to us any changes in Account ownership information that you originally provided to us in connection with the submission of your application for an Account.
Our placing of funds may reflect considerations of federal and state law, our funding needs and funding needs of Insured Depository Institutions, general economic conditions or other factors determined by us in our sole discretion. We will not place funds with more than one Insured Depository Institution. We may place funds to enhance our business objectives and for balance sheet management without any benefit to you, including increased FDIC deposit insurance coverage. Further, we may receive greater benefits when we place your funds with an Insured Depository Institution than if we otherwise maintained your funds with us. We are under no obligation to place your funds with an Insured Depository Institution.
A Sub-Deposit Account will be a deposit obligation of the Insured Depository Institution that maintains the Sub-Deposit Account; provided, this does not modify our obligation to repay all amounts you deposited in your Account.
All deposits that are maintained with an Insured Depository Institution in the Sub-Deposit Account are aggregated with deposits maintained in your Account with us for purposes of the SIA. Funds you hold in one or more Accounts with us (including funds we maintain before placement with Insured Depository Institution), funds in the Sub-Deposit Account and any funds resulting from payment of interests on an Sub- Deposit Account will be aggregated for FDIC insurance purposes with all other deposits you hold in deposit accounts with us in the same ownership category and therefore may not be fully insured by the FDIC. For the avoidance of doubt, funds deposited in the Sub-Deposit Account will be treated as funds on deposit in the Account with us for FDIC insurance calculation purposes. As such, your total FDIC deposit insurance coverage for funds you provide us for deposit in your Account will not be increased by nature of any deposit of funds in the Sub-Deposit Account. Please see subjection J above for additional information on determining SIA.
We may provide your name, tax identification number and other pertinent identifying information to Insured Depository Institution, and other parties providing services in connection with the placement of your funds and the establishing and holding the Sub-Deposit Account. You hereby consent to such release of information. Nothing in this section shall be deemed to prevent us from disclosing information to a third party if required by law.
We will act as your agent in connection with the placement of your funds with the Insured Depository Institution and the establishment and maintenance of the Sub-Deposit Account. Although we will act as your limited agent in connection with the placement of your funds, we are not acting as your financial adviser. See subsection A of Section V for additional information. You hereby appoint us to act as your agent for purposes of placing funds with Insured Depository Institutions and establishing and maintaining, on your behalf, the Sub-Deposit Account. You further authorize us to collect for you all interest and other payments related to an Sub-Deposit Account, to place funds with Insured Depository Institution pursuant to the terms set forth herein, and to execute and deliver or file on your behalf all appropriate receipts, agreements, releases and other instruments, including whatever agreements may be required from Insured Depository Institution, for the purpose of establishing your ownership interest in the Sub-Deposit Account and maintaining an Sub-Deposit Account.
Although there are two or more accounts associated with your funds (the account maintained with us, referred to as the Account, and the Sub-Deposit Account), your Account is considered a single account for your deposits and withdrawals, as well as for tax reporting, balance requirement, service charge, monthly statement and FDIC deposit insurance purposes. The existence of the Sub-Deposit Account and any other account maintained by us pursuant to these Account Terms is for internal purposes and will not change the manner in which you use, obtain information about or earn interest (if any) on your Account. These transfers, including the placement transfer, will not appear on your monthly statement.
If your Account is an interest bearing account, the following provisions apply. A minimum deposit of $1.00 is required to earn the Annual Percentage Yield (“APY”) disclosed to you from time to time. We only pay interest in whole cents and use standard rounding rules to calculate the amount of interest earned. This means that an amount equal to or greater than one half of one cent accrued during a monthly interest period is rounded up to the next whole cent and an amount less than one half of one cent accrued during a monthly interest period is rounded down to zero. Interest is compounded daily and credited to your Account monthly. Interest is calculated using the daily balance method. This method applies a daily periodic rate to the principal and interest that has accrued in the Account each day. This means that the interest from your Account is calculated every day on a 365-day year (and 366-day for leap year). Interest begins to accrue on the business day that we receive your deposit. If the Account is closed before interest is credited, accrued interest will be paid through the last full day before the day the Account is closed. The rate at which interest may be paid on the principal balance of the Account, and the corresponding APY at which the Account would earn interest each year if all interest paid on the Account remains in the Account, can be found on the Service Provider Platform, which may be modified by from time to time in our sole discretion. We may, at our discretion, at any time, change the interest rate and the APY.
You must not use your Card or Account for any illegal purpose or internet gambling. This prohibition includes any transaction that is illegal in the jurisdiction where you live, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. You are responsible for determining the legality of each of your transactions in all applicable jurisdictions before entering into the transaction. We have no obligation to monitor, review or evaluate the legality of any transaction. Nevertheless, we may deny transactions or authorizations if we believe the transaction is or may be illegal. We reserve the right to refuse or return any item that we believe is related to an illegal transaction, an Internet or online gambling transaction or a high-risk transaction. To the fullest extent permitted by law, you agree to pay for any item or transfer that you authorized, even if the transaction related to that item or transfer is determined to be illegal.
You agree to pay all fees and charges applicable to your Accounts, which will be automatically deducted from your Accounts and may result in your Accounts being overdrawn. The amounts of these fees and charges, the manner in which they are calculated, and the ways to potentially avoid them are listed in our Fee Schedule. Fees and our Fee Schedule are subject to change at any time and without notice to you, unless required by law. Fees set forth in the Fee Schedule are charged by Bank for its services. Service Provider may charge you fees separate and apart from the fees set forth in the Fee Schedule for its Services, pursuant to the Service Provider Terms. Bank is not responsible for any fees charged by Service Provider for its Services.
References to you also include any person who you authorize to act on your behalf, whether by following the process we require (for example, by designating an authorized signer on a signature card), or on your own (for example, by creating a power of attorney). If you name such an agent:
If your Account becomes subject to a receivership, court order or bankruptcy, and we are required to implement changes as to your Account that increase our costs to maintain your Account (for example, a requirement for us to pledge property to secure your Account above the amount of any deposit insurance on your Account), you agree to reimburse us for the additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your Account.
Subject to the terms herein, you can close your Account at any time and for any reason by contacting us or terminating the Account through the Service Provider Platform, if applicable. We reserve the right to refuse your request to close your Account if your Account is not in good standing or if you have a negative balance on your Account. If you intend to close your Account, you should notify us. Simply reducing your Account balance to $0.00 is insufficient notice. If you close your Account you are responsible for transactions you initiated or authorized, including those that we receive after the Account is closed. Withdrawals from your Account may be restricted prior to Account closing.
We reserve the right (but are not obligated) to monitor all Account activity for inappropriate use. We can close your Account at any time, for any reason, without advance notice. If we close your Account, we will notify you by mail, electronically or by telephone that we have closed your Account unless your Account has had a zero balance for thirty (30) days or more. If we close your Account, all collected funds (less any amounts due to us or for debits in process) will be transferred to your Linked Account. Alternatively, we may, at our discretion, mail you a check for the available balance in your Account. Written notice that the Account has been closed and a check, if any, will be sent to any address shown on our records for you, or if the Account is a jointly owned, to any account owner to whom we elect to send it. Once we have closed your Account, you agree that we can assess any service charge otherwise applicable against any remaining balance in your Account. We are not responsible to you for any damages you may suffer as a result of your Account being closed. If you attempt to make a deposit to an Account we closed, we may collect the deposit and set-off your indebtedness to us. Any funds in excess of $1.00 will be returned to you.
State laws (called "escheat" or unclaimed property laws) require us to close your Account and transfer your money to the state if your Account is dormant for a period of time as defined by your state of residence. Your Account can become dormant if, for 24 months, there is no transactional activity. If your Account becomes dormant, you may no longer receive statements, but you can still view your accounts online.
State abandoned property law establishes guidelines under which unclaimed property must be surrendered to the applicable state. Generally, the funds in your Account are considered unclaimed if you have not had any activity or communication with us regarding your Account over a period of years, defined by your state of residence. All products offered by us are subject to abandoned property laws. If your funds are surrendered to the state, you may be able to reclaim them, but your claim may need to be presented to the state. You can avoid the transfer of your money to the state simply by signing into your Account, transacting periodically, or contacting us, or replying to any abandoned property correspondence.
THIS ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL IMPACT ON HOW LEGAL DISPUTES BETWEEN YOU AND US ARE RESOLVED. PLEASE READ THIS SECTION IV (ARBITRATION AND WAIVERS) CAREFULLY. For a dispute subject to arbitration, neither you nor we will have the right to: (A) have a court or a jury decide the dispute; (B) engage in information-gathering (discovery) to the same extent as in court; (C) participate in a class action in court or in class arbitration; or (D) join or consolidate a claim with claims of any other persons. Arbitration procedures are simpler and more limited than rules applicable in court. The decision of the arbitrator is final and binding.
If you have a dispute with us or our Service Provider, and we are not able to resolve the dispute informally, you and we agree that upon demand by either you or us, the dispute will be resolved through the arbitration process as set forth in this section. A “claim” or “dispute,” as used in this Section IV (Arbitration and Waivers), is any unresolved disagreement between you, us and/or our Service Provider, arising from or relating in any way to the Account or these Account Terms. The terms “claim” and “dispute” are to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any disagreement relating in any way to services offered in connection with an Account or any other services offered pursuant to these Account Terms; to your use of any of our banking products or services; to any means you may use to access your Account(s); to any advertisements, promotions or oral or written statements related to the Account; to the benefits and services related to an Account; or your approval, establishment or enrollment for an Account. Claims also include disagreements about the meaning, application or enforceability of this arbitration agreement. As solely used in this Section IV (Arbitration and Waivers), “we” or “us” shall include the Bank, its affiliates and service providers and their successors, employees, directors, officers and agents, and the terms “you” or “yours” shall mean each Account owner and all persons or entities approved to have, approved to use and/or given access to an Account. The term “Account,” for purposes of arbitration, includes any updated or substitute Account for you.
Arbitration applies whenever there is a claim between you and us. If a third party is also involved in a claim between you and us, then the claim will be decided with respect to the third party in arbitration as well, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party. Claims are subject to arbitration, regardless of on what theory they are based, whether they seek legal or equitable remedies, or whether they are common law or statutory (Federal or state) claims. Arbitration applies to any and all such claims or disputes, whether they arose in the past, may currently exist, or may arise in the future.
Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. However, if the amount of the claim exceeds $25,000 or involves a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $25,000, any party can, within thirty (30) days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the forum. The panel shall reconsider anew all factual and legal issues, following the same rules of procedure and decide by majority vote. Reference in this Section IV (Arbitration and Waivers) to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken.
Any claim must be resolved, upon the election by you or us, by arbitration pursuant to this Section IV (Arbitration and Waivers) and the code of procedures of the national arbitration organization to which the claim is referred in effect at the time the claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you have the right within ten (10) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
In the event that JAMS or the AAA is unable to handle the dispute for any reason, then the matter shall be arbitrated instead by a neutral arbitrator selected by agreement of the parties pursuant to the AAA rules of procedure; or, if the parties cannot agree, selected by a court in accordance with the Federal Arbitration Act (Title 9 of the United States Code) (“FAA”). To the extent that there is any variance between the selected forum’s rules and this Section IV (Arbitration and Waivers), this Section IV (Arbitration and Waivers) shall control.
If you initiate the arbitration, you must notify us in writing at: [INSERT ADDRESS]. If we initiate the arbitration, we will notify you in writing at your last known address in our file.
NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, UNLESS THOSE PERSONS ARE BENEFICIARIES ON YOUR ACCOUNT. THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. FURTHER, NEITHER YOU NOR WE SHALL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT OR HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA.
The arbitration shall take place in the Federal judicial district located in Memphis, Tennessee, unless the parties agree to a different location in writing. The party initiating the arbitration (or appeal of the first arbitration award) shall pay the initial filing fee. All fees and costs will be allocated in accordance with the rules of the arbitration forum. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but the arbitrator will have the authority to award attorneys and expert witness fees and costs to the extent permitted by these Account Terms, the forum’s rules, or applicable law.
You and we agree that in our relationship arising from these Account Terms: (1) the parties are participating in transactions involving interstate commerce; (2) the arbitrator shall decide any dispute regarding the enforceability of this arbitration agreement; and (3) this arbitration agreement and any resulting arbitration are governed by the provisions of the FAA, and, to the extent any provision of that act is inapplicable, the laws of the State of Tennessee. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.
This Section IV (Arbitration and Waivers) shall survive termination of your Account, these Account Terms and any bankruptcy by you or us. If any portion of this Section IV (Arbitration and Waivers) is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Section IV (Arbitration and Waivers), these Account Terms or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
You agree that any act or omission made by us in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in the State of Tennessee, or any rule or regulation of the State of Tennessee or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. We do not assume any fiduciary obligation on your behalf. This means that we do not act as your trustee or financial advisor, and we don't assume any responsibility for your account beyond reasonable care.
If a dispute arises concerning your Account (including, for example, a dispute over who is an authorized signer or owner), or if we believe we have a claim against you or we have or receive a claim by a third party (including our affiliates) to all or a portion of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your Account, or if we have concerns regarding your Account or the use of your Account, we have the right to hold any portion of the property in your Account until the dispute, claim, or concern is resolved to our satisfaction. We will not be liable to you if the hold we place on your Account leaves insufficient funds to cover outstanding transactions. If the dispute, claim or concern remains unresolved, you agree that we may at our option deposit the property in your Account with a court and ask the court to determine to whom the property belongs. If we deposit your property with a court, you agree that we may charge your Account for our costs, including attorney’s fees and expenses.
We may report information about your Account to consumer reporting agencies, governmental agencies, and/or third-party data services. Defaults on your Account may be reflected in your business credit report.
You agree to comply with applicable law and to not use your Account for illegal transactions or activities.
We may change these Account Terms, or any fees and features of your Account, at any time. We will give you advance notice of any change required by law in accordance with such law. We may provide this notice to you on or with your statement, by mailing the notice to you directly or by posting the notice on the Service Provider Platform. We may change or terminate these Account Terms without notice to comply with any appropriate Federal or state law or regulation.
You grant us a security interest in your Account to secure payment of any money that you owe to us arising under these Account Terms or any other agreements with us. You acknowledge and grant us the right to use any of the funds in your Account to cover any money you owe to us (a “right of set-off”). You agree that the security interests you have granted to us are consensual and in addition to any rights of set-off. We may exercise our security interest or right of set-off without prior recourse to other sources of repayment or collateral, if any, and even if such action causes you to lose interest, incur any penalty or suffer any other consequence. If we exercise our security interest or right to set-off, we will notify you to the extent required by applicable law. If the law imposes conditions or limits on our ability to take or set off funds in your Account, to the extent that you may do so by contract, you waive those conditions and limits, and you authorize us to apply funds as we deem applicable. We will consider these Account Terms as your consent for us asserting our security interest or exercising our right of set-off should any laws governing your Account require your consent.
If we fail to exercise or waive a right with respect to your Account on one or more occasions, it does not mean we have waived, or are obligated to waive, the same right on any other occasion. We may release any other person obligated under these Account Terms without affecting your responsibilities under these Account Terms. In any event, no such waiver or delay by us is effective unless it is in writing and approved by us.
Your Account is not transferable and is not assignable as collateral for a loan or for any other purpose.
If we make available to you any of our other banking services offered in connection with your Account (e.g., check services), we may provide certain terms and conditions of the additional service to you in a separate agreement or disclosure. If a service we offer has a separate agreement, and there is a conflict between the terms of these Account Terms and the separate agreement, the separate agreement shall control.
You authorize us to share information about you and your Account with our affiliates and third parties, unless applicable law or our [INSERT HYPERLINK] Privacy Notice prohibits us from doing so. Please see our Privacy Notice for your choices about information sharing.
In the event that any court or tribunal of competent jurisdiction determines that any provision of these Account Terms is illegal, invalid, or unenforceable, the remainder of these Account Terms shall not be affected thereby. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders unenforceable any provision hereof, and to the extent that such waiver is not permitted by applicable law, the parties intend that such provision be interpreted as modified to the minimum extent necessary to render such provision enforceable.
1. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THESE ACCOUNT TERMS IF SUCH FAILURE OR DELAY IS CAUSED BY YOUR NEGLIGENCE, ACTS OR OMISSIONS OF THIRD PARTIES, INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BANK, PROVIDED THE BANK EXERCISED SUCH DILIGENCE AS THE CIRCUMSTANCES REQUIRE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE BANK SHALL BE EXCUSED FROM SUCH FAILURE TO ACT OR DELAY AS LONG AS SUCH CIRCUMSTANCES PREVAIL, AND THE BANK CONTINUES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO RECOMMENCE PERFORMANCE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
2. To the fullest extent permitted by law, we are not liable for any Services or the Service Provider Platform and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and lack of viruses related to the Services or the Service Provider Platform.
3. Indemnification. You agree to indemnify and hold us harmless from any losses, damages, suits and expenses, Including reasonable attorneys’ fees, which we may incur as a result of: (i) taking any action or not taking any action that we are entitled to take pursuant to these Account Terms; (ii) any action or omission by you; or (iii) relying upon instructions or information from you.
4. Disclaimer. ALL ACCOUNT FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Reimbursement for Losses. If we take any action to collect debt incurred by you or other amounts you owe us under these Account Terms or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.
From time to time, due to maintenance, malfunctions or failures of software, equipment, or telecommunications devices, as well as unusual transaction volume or similar reasons, access to your Account may not be available to you. We minimize the periods of time during which your Account is unavailable. Access to your Account may also be interrupted as a result of things beyond our reasonable control, computer failures, loss of power, failure or interruption of communication or transportation facilities, riots, strikes, or civil unrest. You agree that we shall not be responsible for any loss, damages, costs or expenses that you may suffer or incur, directly or indirectly, as a result of the unavailability of access to your Account, regardless of whether it could be shown that we could have prevented or reduced the duration of such unavailability by taking any action within our reasonable control. We shall also not be responsible for any loss, damages, costs or expenses which you may suffer or incur, directly or indirectly, as a result of your inability to access your Account caused directly or indirectly, in whole or in part, by your computer or mobile device, your inability to establish a connection to or to access the Internet, or other limitations or constraints of the Internet. The provisions set forth in this section shall apply in addition to any other provisions in these Account Terms but as applied to service interruptions for access to your Account, this section shall control.
The headings in these Account Terms are only for convenience and do not in any way limit or define your or our rights or obligations under these Account Terms. These Account Terms will be binding on your personal representatives, executors, administrators, and successors.
You must notify us through the Service Provider Platform of any change of your address, email address or phone number or any material change to information that you have provided us in your application to open an Account. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address.
You acknowledge that data, including emails, may be accessed by unauthorized third parties when communicated between you and the Bank, using the Internet, telephone, or other electronic devices. We are not responsible for any misdirected data or disclosures that occur as a result of your use of third-party electronic communication channels.
You agree that we or our agents or service providers may contact you regarding any matter for any non telemarketing reason using any kind of telecommunications technology at any email and telephone number you provide to us, including the phone number for your mobile device. You agree to receive these calls and messages, including pre-recorded or auto-dialed calls. You also agree that we may send text messages to any phone number for your mobile device you provide to us. You understand and accept that your service provider may charge you for these calls and messages consistent with applicable law. For quality control purposes and for other reasons, you permit us to record and monitor your telephone conversations and electronic communications with us (including email). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities at the time of the call or communication. To revoke the consent provided pursuant to this subsection, you must send ten (10) days’ prior written notice of such revocation to [INSERT ADDRESS].
Termination of these Account Terms shall not impact any right or obligation arising prior to termination, and in any event, the parties agree that any right or obligation which, by its nature, should survive termination of these Account Terms will survive any such termination (including, but not limited to Sections IV (Arbitration and Waivers) and V(Miscellaneous Terms) of these Account Terms).
Unless you are exempt as described below, federal law requires that the Bank withhold a statutory amount of interest or dividend payments (referred to as backup withholding) if you (if your Account is an interest bearing account):
1. Fail to furnish a Taxpayer Identification Number (“TIN”),
2. The Internal Revenue Service (“IRS”) notifies the Bank that you furnished an incorrect TIN,
3. You or the Bank have been notified by the IRS that you are subject to backup withholding, or
4. You failed to certify that you were not subject to backup withholding or you failed to certify that your TIN was correct.
If a correct TIN is not furnished at the time your account is opened, backup withholding will commence immediately. If you do not have a TIN assigned to you, IRS regulations allow a sixty (60) day grace period to obtain your TIN if you have completed the proper request for such grace period. Refer to the “Taxpayer Identification Number” section below for instructions on how to obtain a TIN.
While you are waiting to be assigned a TIN, backup withholding will occur. After sixty days (60), if a certified TIN is not furnished, your account may be closed. If you furnish a correct TIN within sixty (60) of account opening, and prior to year- end, you may request a refund of the amount withheld for backup withholding.
Certain additional IRS penalties may also apply if you fail to provide your TIN.
For sole proprietorships, the Taxpayer Identification Number may be either a Social Security number or an Employer Identification Number. If a sole proprietor is a resident or nonresident alien, and is ineligible for a Social Security number, the Taxpayer Identification Number may be either an IRS “Individual Taxpayer Identification Number” (ITIN) or an Employer Identification Number (EIN). For corporations, estates, organizations, clubs, and trusts the Taxpayer Identification Number is their Employer Identification Number. If you do not have a Taxpayer Identification Number, obtain Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from the local IRS office, or Form W-7, Application for IRA Individual Taxpayer Identification Number (for sole proprietors who are resident or nonresident aliens). In addition, sole proprietors who are resident or nonresident aliens must also furnish a passport, or some other government document to verify identity.
If you are exempt from backup withholding and information reporting, you must complete a certification to that effect provided by the Bank. It must also provide the Bank with its Taxpayer Identification Number to be considered exempt. The following lists payees that are exempt from backup withholding and information reporting. For interest and dividends, all listed payees are exempt except item 7 below. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items 1 through 5 below, except that a corporation that provides medical and health care services or bills and collects payments from such services is not exempt from backup withholding or information reporting. Only payees described in items 2 through 5 below are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators.
1. A corporation
2. An organization exempt from tax under section 501(a), or an individual retirement plan (IRA), or a custodial
account under 403(b) (7)
3. The United States or an agency or instrumentality thereof
4. A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof
5. A foreign government or a political subdivision, agency or instrumentality thereof
6. A futures commission merchant registered with the Commodity Futures Trading Commission
7. A real estate investment trust
8. An entity registered at all times during the tax year under the Investment Company Act of 1940
9. A common trust fund operated by a bank under section 584(a)
10. A financial institution
11. A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List
12. A trust exempt from tax under section 664 or described in section 4947 Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041(a), 6042, 6044, 6045, 6049, 6050A, 6050N, and 6050W of the Internal Revenue Code, and the Treasury Regulations under such sections.
Section 6109 of the Internal Revenue Code requires most recipients of dividends, interest, or other payments to give Taxpayer Identification Numbers to payors who must report payments to the Internal Revenue Service. The Internal Revenue Service uses the numbers for identification purposes and to verify the accuracy of your tax return. Payors must be given numbers whether or not recipients are required to file tax returns.
If you fail to furnish a correct Taxpayer Identification Number (TIN), you may be subject to a penalty of $50 for each such failure unless such failure is due to reasonable cause and not to willful neglect. If you fail to furnish a TIN, the Bank may refuse to open your Account. The Bank may close an Account which was opened without a TIN and you fail to subsequently provide a TIN.
If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you may be subject to a penalty of $500. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. If you disclose or use a TIN in violation of federal law, you may be subject to civil and criminal penalties.
We may offer a variety of electronic banking services for your use with your Account. The purpose of this Section VII (Fund Transfers) to inform you of some of the electronic banking services and also provide you with disclosures applicable to the services. We may also provide separate agreements to you that govern the terms of some services, including a separate agreement for Cards.
Unless we have entered into a specific written agreement with you that provides otherwise, payment orders you give to us for the transfer of funds out of the Account by wire transfer or otherwise, and payment orders we receive for the transfer of funds into the Account, will be governed by this paragraph. In addition, your rights and obligations with respect to a payment order, and our rights and obligations, will be governed by (a) any separate written agreement with us; then (b) this section; and then, to the extent not specified in a separate written agreement or this Agreement; (c) by Article 4A of the Uniform Commercial Code (“UCC 4A”) as enacted in Tennessee.
We reserve the right to refuse to accept any payment order. Payment orders are accepted when they are executed by us. We may process any payment order request (as well as any amendment or cancellation request concerning a payment order) that we believe is transmitted or authorized by you if we act in compliance with a security procedure agreed upon by you and us. Such payment orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such orders, even though they are not transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is not confirmed or approved in the manner we require, we may refuse to execute the payment order.
You agree that if a payment order or cancellation thereof identifies the beneficiary by both name and an identity number, and the name and number identify different persons or account holders, execution and payment to the beneficiary or cancellation may be made solely on the basis of the identifying number. You also agree that if a payment order identifies an intermediary bank or the beneficiary’s bank by both name and an identifying number, and the name and number identify different persons, execution of the payment order by any bank may be made solely on the basis of the identifying number. If we receive a funds transfer into any Account you have with us, we are not required to give you any notice of the receipt of the funds transfer. The funds transfer will appear on your next periodic statement. To confirm the completion of funds transfers, please contact us at [INSERT NUMBER] or access your Account using the Service Provider Platform. Prior to the acceptance of an outgoing payment order, the outgoing payment order may be cancelled, but may not be amended or modified, if the beneficiary’s bank is located within the United States of America and the outgoing payment order is to be paid in U.S. dollars. Other outgoing payment orders may not be cancelled, amended or modified. We must receive your cancellation in a reasonable time prior to the time we execute the outgoing payment order. Payment orders sent by Fedwire will be subject to the Federal Reserve’s Regulation J, and payment orders sent via other payment systems will be subject to the rules of those systems. You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a payment order.
You agree that if a payment order, or any cancellation or authorization relating thereto, but for the applicability of the Electronic Fund Transfer Act of 1978, constitutes a portion of a funds transfer as defined in UCC 4A, all actions and disputes concerning such payment order, cancellation or authorization shall be determined pursuant to UCC 4A and these Account Terms to the full extent permitted by law. If an outgoing payment order in a foreign currency cannot be completed, the exchange rate that will apply to any refund due you will be the exchange rate in effect at the time on the day the refund is made. Additional fees may be deducted from a payment order amount by other banks involved in the funds transfer process.
We may route payment at our own discretion for each outgoing wire transfer. A wire transfer is irrevocable once payment has been transmitted to the beneficiary’s bank. At your request, we may request that the beneficiary’s bank return funds previously transferred. However, you acknowledge that the beneficiary’s bank is under no obligation to comply with this request.
Other electronic transactions against your Account, whether or not initiated or authorized by you will be governed by the specific Agreement between us related to such transactions and/or all applicable rules and regulations governing such transactions, including without limitation, the rules of the National Automated Clearing House Association (“NACHA”) as may be amended from time to time.
Under NACHA rules we cannot return an unauthorized electronic transaction (ACH debit) unless you notify us no later than 5:00 p.m. Central Time on the business day following the settlement date of the transaction. Otherwise, your sole recourse is to the originator of the transaction.
Your Account is also subject to transfer limitations. The transfer limit depends on the EFT type. If a Card is made available to you, it is subject to a purchase and withdrawal limit of $[X] per day. The Card may be further limited based on fraud risk and security of the Account. All EFTs are subject to limits. Such EFT limits include limits on ATM withdrawals, cash advances and PIN or signature-based purchases. ACH Transfers to external accounts are also subject to limits on the dollar amount of electronic transfers between your Account and external accounts at other financial institutions, including Linked Accounts. All limits described here are designed to be flexible in order to protect the security and integrity of the service and accounts, including the Account, as well as you and all other users of the service. These limitations may be based on confidential fraud and risk criteria that are essential to our management of risk and the protection of you and the integrity of the service and all Accounts and may be modified at our sole discretion without advance notice.
When a deposit is made to your Account, the funds may not be available immediately. This Section VIII (Deposit Availability Disclosure) describes when funds will be made available to you.
We may delay the availability of funds from certain types of deposits to your Account. There are exceptions that may apply in certain circumstances (e.g., if you have overdrawn your Account repeatedly in the last six months or there is an emergency). During the delay, you may not withdraw funds and may not use the funds. Interest will be paid on deposits we receive, even if the funds are not yet available for withdrawal. We will notify you if we delay the availability of your funds, and we will tell you when you can expect your funds to be available.
Any transaction that you conduct on Saturday, Sunday, a federal holiday, or other days on which we are closed will be handled the following business day. If we receive a deposit before 4:00 PM MT on a business day, we will consider that business day to be the day of your deposit. However, if we receive a deposit after 4:00 PM MT or on a non-business day, we will consider the deposit as having been made the next business day.
If you are a new customer, the following special rules will apply during the first 30 days your account is open. Funds from electronic direct deposits to your Account will be available on the day we receive the deposit. Funds from deposits of cash, wire transfers, and, if made available, the first $5,000 of a day's total deposits of cashier's, certified, teller's, traveler’s, and federal, state and local government checks will be available on the same business day we receive your deposit if the deposit meets certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess over $5,000 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our associates, the first $5,000 may not be available until the second business day after the day of your deposit. Funds from all other check deposits may not be available until the second business day after the day of your deposit.
Funds from wire deposits are available on the business day we receive the deposit. Funds from ACH Transfers or EFTs that you initiate through another bank will generally be available on the next business day after the day the ACH Transfer is deemed to be received by us. An ACH Transfer or EFT debit to a Linked Account or any other external account that we originate on your behalf will generally be made available on the third business day after the date the ACH Transfer or EFT is deemed to be received by us. Once they are available, you can use the funds for EFTs and ACH Transfers. Even after we have made funds available to you and you have withdrawn the funds, you remain responsible if any deposit to your Account is returned, rejected, or otherwise uncollected by Bank.
Solid Financial Technologies, Inc. “Solid” ("Company", "we", or "us") respect your privacy and are committed to protecting it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide when you visit the website solidfi.com, or interact with us via the Solid Banking App, Solid Banking Services, Solid Dashboard, Facebook, Instagram, Twitter, or LinkedIn (our "Website") and our practices for collecting, using, maintaining, protecting, and disclosing that information.
This policy applies to information we collect:
It does not apply to information collected by:
Our Website is not intended for children under 18 years of age. No one under age 18 may provide any information to the Website. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on this Website or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at firstname.lastname@example.org.
We collect several types of information from and about users of our Website, including information:
We collect this information:
You also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Website, or transmitted to other users of the Website or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.
As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
The information we collect automatically does include personal information, and we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:
The technologies we use for this automatic data collection may include:
We use information that we collect about you or that you provide to us, including any personal information:
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.
We may also disclose your personal information:
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information.
California's "Shine the Light" law (Civil Code Section § 1798.83) permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to email@example.com
We have implemented commercially reasonable measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we make efforts to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
If you are using (1) a website or mobile
application that uses Solid to enable your banking needs; (2) an account
created on websites; or (3) you are otherwise using our website and software services under the Terms of Service.
“Terms of Service”), all applicable laws and
regulations, and agree that you are responsible for compliance with any applicable local laws. We may update these Terms
of Service from time to time and it is your
responsibility to check for updates.
If you do not agree to these Terms of Service, you must immediately stop using our services.
NOTICE OF BINDING ARBITRATION ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION” BELOW. PLEASE READ THE SECTION TITLED “BINDING ARBITRATION” CAREFULLY.
1. Introduction to “Solid”
Solid Financial Technologies, Inc. and our affiliates or subsidiaries (collectively “Solid,” “we,” “us,” or “our”) is banking as a software (BaaS) layer between banks, and the financial technology platforms using our services (“Platform”). We provide Platforms banking services (e.g. bank transfers or accounts) to you through Solid’s bank partners (collectively “Banks”).
Check out our website (solidfi.com) or feel free to email us at firstname.lastname@example.org to learn more about Solid.
2. Your customer relationship to Solid
By using our services offered through Platforms or our website or mobile application, you became a customer of Solid. You agree to these Terms of Service when you use the services. You understand that all bank and transaction-related services are provided directly by the Bank, except as it relates to specific services provided to you by your Platform. Similarly, Platform is responsible for providing their services to you pursuant to your agreements with Platform. Solid’s services allow you to easily communicate with banks and other financial institutions through Platforms. By using our service, you grant us the right, power, and authority to act on your behalf to access and transmit your personal and financial information, and requests for services between Bank, Platform, and any other financial institutions (as applicable).
3. Your representations and promises or affirmations to us.
By using our services or by accessing Solid’s or a Platform’s website or phone application, you acknowledged and agree that:
a. Restriction on acceptance and use of our services. You are at least 18 years old (or legal age of capacity of your state) and you have the right, authority, and capacity to enter into these Terms of Service. If you are accepting these Terms of Service on behalf of any legal entity, including any company, organization, government, or governmental agency, you have been authorized to do so and to act on behalf of such legal entity:
b. True and accurate information. The information and instructions you provide us are true, accurate, and complete, as you are solely responsible for such information and instructions. Additionally, you will provide all information requested by us, such as your name, email address, phone number, date of birth, social security number or tax identification number, photo ID, online login credentials or your account and routing numbers for your bank or credit union account (“Bank Account”), and such other information as we may request from time to time. You agree to update us if the information changes (collectively, your “User Data”). We may use third parties to verify all or a portion of your information.
d. Password security. If Platform or we provide you with login credentials (e.g. username, password or PIN) to access our services, (i) you will keep this information secure and confidential; (ii) you will not share such information with third parties; and (iii) you understand that you are responsible for all activity any person conducts using your login credentials to access our services, regardless of whether or not you authorized the activity. We will never ask you for your login credentials by phone or email.
e. Authorization to debit your account. By using our transactions services to send funds via the Automated Clearing House (“ACH”) from your linked Bank Account(s) to your Account, Platform, or a third party, you authorize us (as an agent of Bank) to debit the Bank Account indicated by you for the amount and on the date provided by you. You understand that because this will be an electronic transaction, and funds may be withdrawn from your account as soon as the above-noted transaction date. You will not dispute your Platform, Bank, or Solid debiting my account, so long as the transaction corresponds to the terms indicated in the transaction web form provided to you.
f. Limits on access to services. We may limit or suspend your access to our services or take other actions against you if the information you provide us is incorrect or you otherwise breach these Terms of Service as further detailed in these Terms of Service.
g. Compliance with the law and your agreements. Your use of our services does not violate any laws or regulations or any agreements with any third parties.
h. Platform services are not endorsed. We do not provide any endorsements or guarantees for any individual or entity using Solid’s services (including the Platform you accessed to use our services), nor any third party offers, goods or services featured on our websites. Information regarding third-party offers, goods, and services is provided on our websites for informational purposes only, and may not be true, accurate, or reliable.
i. USA PATRIOT Act notice. Important information about procedures for using our services under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you use our services, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents.
5. Our services.
Solid provides software services to you and Platforms to give you the ability to send and receive funds from third parties, in addition, to open up an Account. All funds transfer services are provided by Bank, as Solid does not receive, hold, or transmit funds. Our software allows you to send funds transfer instructions to Bank. Any funds balance displayed by Solid’s software are held in your Account, or otherwise held by Bank or Platform for your benefit, as applicable (“Account Balance”).
Solid MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) INSURANCE COVERAGE. SUCH REPRESENTATIONS AND WARRANTIES MAY BE FOUND IN YOUR SPECIFIC ACCOUNT AGREEMENT OR AGREEMENT WITH YOUR PLATFORM. UNLESS NOTIFIED OTHERWISE BY SUCH AGREEMENTS, YOUR ACCOUNT BALANCES MAY LOSE VALUE IN THE EVENTBANK, THE BROKER-DEALER, OR PLATFORM ENTERS A RECEIVERSHIP.
a. Bank account services.
We provide software services to facilitate your requests for services relating to your Account as detailed in such agreements. We are not responsible or liable if your request for such services is limited, delayed, or denied for risk, compliance, or other reasons.
b. Transaction-only services.
c. Other services. We may from time to time offer additional services or remove services without prior notice to you. You agree to be bound by the terms and conditions of such services as they may be offered to you.
Fees for services offered under your Account are detailed in the specific Account agreements. If you use our Transaction services listed in Section 4(b), you may be charged a transaction fee by Platform or us as detailed in your agreement with Platform. Transactions completed on our website or mobile application may include a transaction fee as detailed when you make a transaction request.
In the event that a sender or the sender’s financial institution requests a reversal of payment or Solid decides against you in a dispute against you, we reserve the right to charge you a $15.00 fee in addition to the full amount of the transaction (collectively, the “Reversal Dues”). You agree to immediately reimburse for the Reversal Dues. Additionally, you authorize us to recover any Reversal Dues outstanding to Solid or Bank by debiting your available Account Balance. If you have an insufficient Account Balance, you authorize Solid and our Bank to take any of the following actions to recover the remaining amounts from you:
a. Debit the Bank Account(s) linked to our services;
b. Suspend your use of our services and require your immediate payment; or
c. Engage in collection efforts.
8. Protecting you and resolving disputes.
Solid is always looking for ways to protect you from abusive business practices, security-related issues, and other issues you may encounter with Platform and our Banks. If you have a complaint against how Platform or Bank is providing services to you or using your User Data, just let us know by emailing us at email@example.com per below. We cannot warranty or guarantee anything under this section, but if we are able to help, we will work with you to resolve your complaint so long as such assistance is commercially reasonable and does not violate any agreements with third parties, regulations, or laws. Disputes relating to your Account shall be governed by your specific account agreements. Below is more information on how we can try to help you with other Disputes (as defined below).
a. Dispute resolution.
You understand and agree that we are not responsible for the goods or services that you pay for using our services, including but not limited to those offered by your Platform and other third parties. Each Platform and seller that you purchase from is responsible for providing the goods and services that you purchase and for providing all customer service related to those goods and services. We recommend that you review Platform’s and, if applicable, a seller’s policies before completing your purchase. You are responsible for resolving any disputes that you may have with a Platform or a seller. If you have exhausted all options for resolving a complaint about abusive business practices, security-related issues, or other dispute with a Platform or a seller, you may choose to file a dispute claim with Solid (“Dispute”) by following the steps in this “Disputes” Section.
b. Release of Solid. By filing a Dispute, you understand and agree that: You are asking us to assist in resolving the dispute in its sole discretion and that such assistance or Solid’s decision may not be satisfactory to you; Solid’s assistance in resolving the dispute does not guarantee any particular outcome or any action on our part; and You release Solid and our officers, directors, agents, employees, subsidiaries, and suppliers from all claims, demands, and damages of any kind arising out of your dispute with a seller and Solid’s review of your Dispute.
c. How to file a Dispute.
To file a Dispute, follow these steps:
i. Abusive business practices, security issues, or other non-transaction-related disputes.
If you have a complaint about a Platform relating to abusive business practices, security issues, handling of your User Data, or related issues, email us at firstname.lastname@example.org with the following information:
1. The email associated with your account;
2. The name of the website, mobile application, and Platform relating to such Dispute;
3. The details of your Dispute with the Platform, including any steps already taken to resolve the issue, and copies of supporting documentation (e.g. email correspondence, related agreements, and promises or affirmations, etc.); and
4. How these issues have negatively affected you.
ii. Transaction-related disputes or unauthorized activity.
Within 45 days of the original disputed transaction or immediately if the Dispute relates to unauthorized activity, email us at email@example.com with the following information:
1. The email associated with your account and names of both parties, if available;
2. The name of the website, phone application, and Platform relating to such Dispute;
3. The transaction ID number;
4. The amount of the transaction; and
5. The details of the unauthorized activity or your disagreement with the recipient, including any steps already taken to resolve the issue, and copies of supporting documentation (e.g. when you first noticed such unauthorized activity, email correspondence, receipts, shipping confirmations, etc.). Provide any additional information or documentation that we may request. Once Solid has decided the outcome of the Dispute, the parties will be notified of the decision. You are required to comply with the decision and complete any actions required by such decision.
All disputes relating to an Account shall be governed by the specific Account agreement and this section shall not apply.
9. Your liability and actions against you.
a. Your liability.
You are responsible for all Reversal Dues, claims, fees, fines, penalties, and other liabilities incurred by Solid, Bank, other Solid users, a Platform, or third parties arising from your breach of these Terms of Service or your use of our services. You agree to reimburse Solid, Bank, other Solid users, Platforms, or third parties for any and all such liability.
b. Actions we may take.
If we determine, in our sole discretion, that you may have breached these Terms of Service, that you or your account activity presents risk or security concerns, or if we are unable to verify your identity, we may take actions to protect Solid, Bank, Platforms, our users, or other third parties from Reversal Dues, claims, fines, penalties, and any other liability. These actions may include, but are not limited to, the following:
i. Suspending your access to your Account or other Solid related services;
ii. Suspending your access to your funds held in your Account, or otherwise held with Bank or Platform for your benefit for up to 90 days;
iii. Taking action as set out in the “Reversals” Section to recover amounts that you owe;
iv. Closing your Account held by Bank or Platform for your benefit;
v. Contacting Platforms, our users or third parties who have purchased goods or services from you, contacting the financial institution associated with your Bank Account(s), and/or warning other Solid users, law enforcement, or other impacted third parties of your actions;
vi. Refusing to provide our services to you in the future; and
vii. Taking legal action against you.
c. Notice of limit or suspension. We will provide you with notice if we take any of the above actions against your Account or other accounts held by Bank or Platform for your benefit. If we limit or suspend such accounts, we will provide you with notice of our action.
11. Solid services are in the US Only.
Solid’s services are based in the United States of America. We make no claims whether these services can be appropriately used outside of the United States. If you access our services from outside of the United States, you do so at your own risk. You are solely responsible for ensuring compliance with local laws.
12. Solid can terminate these Terms of Service at will.
We reserve the right, at our sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of our services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of our services at any time without prior notice or liability.
13. Terminating your agreement with Solid.
If you wish to terminate your use of the services and the Terms of Service, email us at firstname.lastname@example.org. However, if you terminate the Terms of Service with Solid, this will result in your Account Agreement being terminated and may impair your ability to use Platform’s services. You accept sole responsibility and any liabilities resulting from an impairment of Platform’s services or termination of your agreements with Platform, to the fullest extent permitted by law.
14. Terminating your agreement with Platform or your Account. If you wish to terminate your agreement with Platform or your Account, you must notify the parties of such agreements in accordance with such agreements.
15. Notice + electronic communication. To the fullest extent permitted by law, these Terms of Service, notices, and other communications (collectively, “communications”) from Solid to you regarding these Terms of Service may be provided to you electronically via Solid, Bank, or Platform (on behalf of Solid), and you consent and agree to receive those communications in an electronic form. Electronic communications may be posted on the page you are on now and the pages within the Platform’s website or application, pages within the Solid website (https://solidfi.com/) or applications, and/or delivered by Solid, Bank, or the Platform (on behalf of Solid) to your email address(es) provided to Platform and us. You may download or print a paper copy of any electronic communication and retain it for your records. All communications in electronic format will be considered to be "in writing," and to have been received no later than twenty-four (24) hours after posting or dissemination, whether or not you have received or retrieved the communication. Solid reserves the right to provide communications in paper format. You agree to give us notice of any change of your postal or email address. Your consent to receive communications electronically is valid until you revoke your consent by notifying us of your decision to do so. If you revoke your consent to receive communications electronically, Solid may terminate your right to use the services under these Terms of Service and, as a result, your ability to use the Bank or Platform services, and you accept sole liability for resulting from an involuntary termination of the Bank’s or Platform’s services, to the extent permitted by law.
You may give notice to Solid by emailing Solid at email@example.com
“Business Day” for the purpose of these Terms of Service means every day is a business day except Saturdays, Sundays, and federal and state holidays.
16. Modifications. Solid may revise these terms of Service at any time without notice. By using the Platform’s or Bank’s services, Solid services or website, you are agreeing to be bound by the then current version of these Terms of Service and any amendments to the Terms of Service upon your continued use of our services.
17. IMPORTANT LEGAL PROVISIONS
a. NO WARRANTIES. THE SERVICES UNDER THE TERMS OF SERVICE, Solid’S WEBSITE, AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE Solid SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE Solid SERVICES IS AT YOUR OWN RISK. Solid, BANKS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER Solid NOR BANK HAVE CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES OFFERED BY PLATFORMS OR THAT ARE PAID FOR USING OUR SERVICES AND CANNOT ENSURE THAT ANY PLATFORM OR OTHER THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. NEITHER Solid NOR BANK REPRESENT OR WARRANT THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Solid OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER Solid NOR BANK SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF OUR SERVICE TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION Solid MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) INSURANCE COVERAGE OR SECURITIES INVESTOR PROTECTION CORPORATION (“SPIC”) INSURANCE COVERAGE. SUCH REPRESENTATIONS AND WARRANTIES MAY BE FOUND IN THE SPECIFIC ACCOUNT AGREEMENT OR AGREEMENT WITH YOUR PLATFORM. UNLESS NOTIFIED OTHERWISE BY SUCH AGREEMENTS, YOUR ACCOUNT BALANCES MAY LOSE VALUE IN THE EVENT BANK OR BROKER DEALER ENTERS A RECEIVERSHIP.
b. Force majeure. You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Solid or Bank may suspend the services and access to your Account held by Bank or Platform for your benefit.
c. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE Solid’S, BANK’S, PLATFORM’S SERVICES OR WEBSITES OR PHONE APPLICATIONS OR CONTENT THEREIN WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
d. Indemnification. You agree to defend, indemnify and hold harmless Solid and their respective officers, directors, employees, agents, and suppliers (collectively “Disclaiming Entities”) from and against any third party claim, suit, demand, loss, liability, damage, action, proceeding or suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to (i) your breach of any provision of these Terms of Service; (ii) your actions and omissions in connection with your accounts or our services; (iii) our actions and omissions, provided that they are taken/omitted in accordance with this Terms of Service or your instructions; or (iv) your violation of any laws and regulations; or (v) your negligent or reckless act or omission or willful misconduct of your employees, contractors, or agents. This provision shall survive the termination of these Terms of Service.
e. Binding Arbitration. Any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In any arbitration arising out of or related to the Terms of Service, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset. No class actions or similar process, and no joinder or consolidation of any claim with a claim of any other person or entity, shall be allowable in arbitration, without the written consent of both parties. The arbitrator shall have no authority to entertain any claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator, and to the extent, it is determined that resolution of a claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. The place of arbitration shall be San Francisco, CA, except to the extent, the arbitration involves Bank and/or your Account, or a third-party service provider of Solid as a party to the dispute, then Solid may in its sole discretion move the place of arbitration to the location of such arbitration proceedings to which you have previously agreed to in such agreements (See, your specific Account Agreement Arbitration sections for more information of the place of arbitration).
ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS THAT THE PARTIES ELECT TO ARBITRATE.
All claims, findings, and settlements under this “Binding Arbitration” shall be confidential information of Solid. You shall not disclose or reveal to employees, agents, Platform, or other third parties unless such information is already publicly available. Due to the unique nature of the confidential information, monetary damages may be inadequate to compensate us for your violation or threatened violation may cause irreparable injury to us and, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to seek injunctive relief against the threatened breach of confidentiality or the continuation of any such breach by you.
18. Other legal terms. The Terms of Service are governed by the laws of the State of California. You agree to submit to the exclusive personal jurisdiction of the state and federal courts in the State of California except as detailed in the “Binding Arbitration” Section. If any provision of these Terms of Service is found to be invalid by a competent court, the invalidity of such provisions shall not affect the validity of the remaining provisions. Likewise, if we choose to terminate any provision in accordance with the termination provision, that termination shall not affect the termination of other provisions.
If we fail to act on or enforce, any provision in the Terms of Service, this shall not be construed as a waiver of that, or any other, provision. We will only grant waivers to specific provisions, for specific instances, in writing. The Terms of Service constitute the entire agreement between you and us with respect to this website and supersedes all previous or contemporaneous agreements. The section headings are merely provided for convenience and shall not be given any legal import. You may not assign your rights and obligations under these Terms of Service. The Terms of Service will inure to the benefit of our successors, assignees, licensees, and sublicensees.