Novel Business Deposit Account Agreement
Last Modified: March 3rd, 2021
Please read this Novel Deposit AccountAgreement (the “Agreement”) carefully and retain it for your future reference.This Agreement contains the general terms, conditions and disclosures relatedto the demand deposit account (the “Account”) made available to eligible businesses by Novel Financial, Inc. (“Program Partner”), the program partnerresponsible for managing the Account program, in partnership with Blue RidgeBank, N.A.
When you see the words “we,” “us,” or “our”in this Agreement, it refers to the Bank, the Program Partner acting as agentfor the Bank, and any of the Bank’s affiliates, successors, assignees, agentsor service providers. When you see the words “you” or “your,” it refers to you,the commercial owner of the Account, as well as your Authorized Users,representatives, officers, agents and successors.
By opening or continuing to hold an accountwith us, you agree to be bound by this Agreement as well as any other agreementor document we may provide to you from time to time in connection with theAccount.
IMPORTANTNOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASSACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVERAPPEAR IN SECTION 8 OF THIS AGREEMENT.
1.1 How to Contact Us
You may contact us with any questions or concerns regarding your Account. All
communication between you and us will be handled by the Program Partner. The
best way to contact us is through email at firstname.lastname@example.org. You may also
contact us via live agent support online. Agents are available from 9am to 5pm CST,
Monday through Friday.
1.2 Type of Account and Eligibility
The Account is an non-consumer demand deposit account used to hold your
business deposits and make certain types of payments and transfers. To open an
Account, you must be a sole proprietorship, corporation, unincorporated
association, limited liability company, limited liability partnership, or partnership
(collectively, “Business Entity”) within the fifty (50) United States, the District of
Columbia, and all U.S. territories. Other eligibility requirements may apply. This
Account may only be used for business purposes and cannot be used for any
personal, family or household purposes.
We may decline to open an Account for any reason at the sole discretion of the
Bank or Program Partner. We are not liable for any damages or liabilities resulting
from refusal of an Account relationship.
1.3 “Standard” and “Plus” Account Plans
When you apply to open an Account, you will be given the option to enroll in one of
two plans offered by the Program Partner: A “Standard Plan” and a “Plus Plan.” Your
choice of plans will affect the transaction limits and fees that will apply to your
Account as described in Sections 3.1, 3.6, and 3.15. Unless otherwise indicated, all
other terms of this Agreement apply to your Account regardless of which plan you
Each plan also allows you to access certain services provided by the Program
(https://www.trynovel.com/terms-conditions) and not this Agreement. Please refer
available under the Standard Plan and Plus Plan.
1.4 Online or Mobile Access To Your Account
When you open an Account, you will also be enrolled in an online business banking
service or mobile application (collectively, “Online Banking Services”) offered by the
Program Partner that you can use to access your Account, view information about
your Account and conduct certain transactions. You may also be given access to
various features through the Online Banking Services separate from your Account. If
you cancel your enrollment in the Online Banking Services at any time, we may
close your Account (see Section 3.13 below).
Unless otherwise specified in this Agreement, the Online Banking Services and any
of its features are governed by the Program Partner’s
https://www.trynovel.com/privacy-policy. Please review these documents carefully
because by using the Online Banking Services, you agree to be bound by them.
These services are not provided or controlled by the Bank or this Agreement, and
you agree not to hold the Bank liable for issues that may arise from your use of the
services or features.
1.5 Paperless Account
To open an Account, you must agree to go “paperless.” This means that you must
(1) provide us with and continue to maintain a valid email address and (2) accept
electronic delivery of all communications that we need or decide to send you in
connection with your Account by agreeing to our [Title of separate ESIGN consent
document and link].
1.6 Authorized Users
You may be given the ability to designate additional individuals (“Authorized Users”) who you authorize to access your Account and/or conduct transactions through your Account. By establishing an Authorized User, you understand that any transaction authorization, instruction or any other action concerning your Accountthat your Authorized User engages in shall be deemed authorized by you and valid
and we are under no obligation to investigate the authorization, instruction or
activity. You also agree that you will not hold us liable for acting upon any such
authorization, instruction or activity. We will continue to treat all actions taken by your Authorized User as authorized by you until you revoke the Authorized User’s
access to your Account by notifying us by email at email@example.com. We also
reserve the right to terminate your Authorized User’s access to the Account for any
reason and without advance notice
1.7 How To Open an Account
You may open an account by visiting trynovel.com, clicking Apply now and following
the instructions within the application.
Any person completing the Account opening process or otherwise completing any
Account opening requirements represents and agrees that they:
- Are fully authorized to execute all documents or otherwise complete our
requirements in their stated capacity
- Have furnished all documents or other information necessary to demonstrate
- Will furnish other documents and complete other requirements as we may
- Certify that, to the best of his or her knowledge, all information provided to
us, including information concerning beneficial owners, is complete and
We may refuse to recognize any resolution affecting the Account that appears to us
to be incomplete or improperly executed.
Important information about procedures for opening a new Account: To
help the government fight the funding of terrorism and money laundering activities,
federal law requires all financial institutions to obtain, verify and record information
identifying each person who opens an Account. This means that when you open an
Account, we will ask for information that allows us to identify you. We may also ask
for a driver’s license or other identifying documents for your business, Authorized
Users, account owners, and your officers, directors, beneficial owners, controlling
shareholders and others.
1.8 Minimum Deposits and Balances
There is no minimum deposit required to open an Account and no minimum balance
you need to maintain in your Account on Plus & Premium plans. Standard plans require
an ongoing deposit of at least $2,000 to be eligible to have the service fee waived.
1.9 Interest Disclosures
The Account is not interest-bearing. No interest will be paid on this Account.
You agree that we may honor and rely upon the instructions or the execution,
delivery and/or negotiation of any check, substitute check, draft, withdrawal order,
instruction or similar instrument (collectively, “items”) or document by any of your
authorized agents regardless of the necessity or reasonableness of such action, the
circumstances of any transactions affected by such action, the amount of the
transaction, the source or disposition of any proceeds and regardless of whether the
relevant items or documents result in payment to the authorized agent or an
individual obligation of the authorized agent or anyone else. “Authorized agents”
include Authorized Users and any person who has signed a signature card, who is
authorized by this Agreement, any resolution or otherwise to access or use the
Account. It also includes any person who has been permitted by you or another
authorized agent to act on your behalf in dealing with us.
You agree that you may not deny the authenticity, validity, binding effect and
authorization of any action we take in reliance upon the instructions, items or
documents provided by an authorized agent unless you have previously revoked
such person’s authority to access or use your Account by emailing us at
firstname.lastname@example.org and we have confirmed our acceptance of your notice.
1.11 Power of Attorney and Attorneys-In-Fact
We may allow you to give another person (known as an “attorney-in-fact”) power of
attorney to act on your behalf for your Account. You must obtain written approval
from us before we will honor any power of attorney. Email us at
email@example.com for approval if you plan to create a power of attorney. Please
be aware that it may take up to two weeks for us to review your request. If
approved, we will honor orders and instructions from your attorney-in-fact until (1)
we receive a written revocation from you; (2) we are notified that you or your
attorney-in-fact have died or become incapacitated; or (3) we terminate our
acceptance of the power of attorney. We may terminate our acceptance at any
time, for any reason and without notice to you, and you agree not to hold us liable
for any damages that may result from such action. You also agree to hold us
harmless for any actions we take based on the instructions of your attorney-in-fact,
including if it is later determined that your power of attorney was invalid or
1.12 Death or Incapacitation
You agree that if we receive notification or if we have reason to believe that you or
any Authorized User has died or become legally incapacitated, we may place a hold
on your Account and refuse all transactions until we know and have verified the
identify of your successor. Until we receive notice and any required proof of death
or incapacitation, we may continue to accept deposits and process transactions to
your Account. Your estate will be responsible for repaying us for any tax liability
resulting from payment of your account balance to your estate. You agree to hold
us harmless for any actions we take based on our belief that you have died or
become incapacitated. If certain payments originating from government entities are
deposited into your Account after your death, we may be required to return those
payments to the originator upon notice.
1.13 Our Relationship With You
By opening an Account, we are establishing an Account relationship with you and
committing to act in good faith and to the exercise of ordinary care in in our
dealings with you as defined by the Uniform Commercial Code as adopted by the
State of Virginia. This Agreement and the Account relationship do not create a
fiduciary relationship or any other special relationship between you and us.
1.14 Third-Party Service Providers
We work with one or more third-party service providers, including Unit Finance Inc.
(“Unit”), in connection with your Account. In particular, Unit may assist us in
processing transactions, handing account operations, and providing technological
connection to the Program Partner and the Bank. By using your Account, you license
and authorize us to access information maintained by Unit and/or other third
parties, on your behalf as your agent, and you expressly authorize such third parties
to disclose your information to us. In particular, you agree that Unit may perform
any functions on your Account that we are otherwise authorized to perform and that
Unit’s access and use of your information will be governed by the terms of Unit’s
Your privacy is very important to us. Under this Agreement, we will only disclose
information about your Account or the transactions you make in accordance with
may also disclose information concerning your Account and transactions that it
available at https://www.unit.co/clients-privacy-policy. By opening an Account, you
agree to both our and Unit’s privacy policies.
In addition, we disclose your information to Unit in order to facilitate the Account
and for other ancillary purposes. You agree to Unit’s use of your information in
1.16 Cell Phone Communications
By providing us with your telephone number for a cellular phone or other wireless
device, you are expressly consenting to receiving non-marketing communications at
that number—including but not limited to prerecorded or artificial voice message
calls, text messages, and calls made by an auto-dialer—from us and our affiliates
and agents. This consent applies to all telephone numbers you provide to us now or
in the future. Your telephone or mobile service provider may charge you for these
calls or messages. You also agree that we may record or monitor any
communications for quality control and training purposes
1.17 Our Business Days
Our business days are Monday through Friday, excluding federal holidays.
Your Account Responsibilities
We strive to keep your Account secure and provide you with tools and services to
help you manage your Account. However, there are certain things you should do to
protect your Account and your funds.
2.1 Notify Us If Your Information Changes
You must notify us immediately if there is a change to your business or trade name,
the names of any individual or Authorized User with access to your Account,
telephone number, mailing address, email address or any other information you
have provided us so that we can continue to provide you with statements and
important notices concerning your Account.
2.2 Keep Track of Your Transactions and Available Balance
It is very important that you keep track of your transactions and the funds in your
Account that are available for you to use (“Available Balance”) by reviewing your
transaction history. It is also important to understand that your Available Balance
may not reflect transactions you have authorized that have not yet been presented
to us for payment.
You are also responsible for reviewing your Account statements as they are made
available to you for errors or unauthorized activity. If you identify an error or
unauthorized activity, you must notify us promptly to avoid losing your money.
Please refer to Sections 3.10, 4.5, 4.6, and 5.10 for information concerning errors
and unauthorized activity.
2.3 Protect Your Account Information
It is very important that you protect your Account information to prevent
unauthorized transactions and fraud. Keep your Account number, debit card, ATM
card and statements secure at all times, and be careful about who you share this
information with. If the Program Partner provides you with access to Online Banking
Services, make sure to also keep your computer or mobile device secure at all times
and avoid accessing the Online Banking Services when others can see your screen.
If your Account number, debit card, ATM card, mobile device or Online Banking
Services login credentials are lost or stolen, notify us immediately to keep your
losses to a minimum. Please refer to Section 4.5 for information and applicable
deadlines for notifying us of losses or theft.
General Rules Governing Your Account
You understand that any payment instruction or activity performed using any Online
Banking Services provided to you by the Program Partner shall be deemed
authorized by you and valid and we are under no obligation to investigate the
instruction or activity.
3.1 Deposits Into Your Account
You may make deposits into your Account using any of these methods described
below. We do not charge you any fees for making deposits.
You understand and agree that, in order to initiate deposits via direct
payments/ACH debit, you must comply with the ACH Origination Service security
procedures described in Section 5.4 below.
We do not accept deposits by mail, or cash, paper check or foreign
currency deposits: We are not liable for deposits of any kind that you mail to us,
including if it is lost in transit, lost in the mail, or otherwise not received by us.
- Cash: We do not accept cash deposits made by mail. If you mail us a cash
deposit, we will send the cash back to you.
- Paper Checks: If you mail a paper check to us, including personal or business
checks, money orders or cashier’s checks, we may apply the check to any
negative balance you may have on your Account or send the check back to you.
- Foreign Currency: We do not accept any deposits in foreign currency. Any
deposits received in foreign currency, whether in the form of cash or check, will
be sent back to you.
We will send all items back to the address we have for you on file and we are not
liable if you do not receive the items.
You may only deposit with us funds that are immediately available, which under
applicable law are irreversible and are not subject to any lien, claim or
For more information about deposits and when funds from a deposit will be made
available to you, please refer to Section 3.2.
3.2 Our Funds Availability Policy
It is our policy to make deposits made to your Account each business day available
for withdrawal according to the table below. The end of the business day is referred
to as the "deposit cut-off time". If you make a deposit before our cut-off time on a
business day that we are open, we will consider that day to be the day of your
deposit. However, if you make a deposit after our cut-off time or on a day we are
not open, we will consider the deposit to be made on the next business day that we
The availability of funds transferred to your Account from a linked bank account
held by another financial institution follow different rules. Please refer to Section 3.6
for more information. In addition, the availability of any funds credited to your
Account as a result of transactions initiated via the ACH Origination Service also
follow different rules. Please refer to Section 5 for more information.
3.3 ACH Credit Transactions and UCC Article 4A
Credit given by us with respect to an ACH credit entry is provisional until we receive
final settlement for such entry through a Federal Reserve Bank. If we do not
receive final settlement, you acknowledge and agree that we are entitled to a
refund of the amount credited to you in connection with the ACH credit entry, and
the party making payment to you via such entry shall not be deemed to have paid
you in the amount of such entry.
Under the operating rules of the National Automated Clearing House Association,
which are applicable to ACH transactions involving your Account, we are not
required to give next day notice to you of receipt of an ACH item and will not do so.
However, we will continue to notify you of the receipt of ACH items through your
We may accept on your behalf payments to your Account which have been
transmitted through one or more Automated Clearing Houses and which are not
subject to the Electronic Fund Transfer Act and your rights and obligations with
respect to such payments shall be construed in accordance with and governed by
the laws of the state of Virginia, unless otherwise specified in a separate agreement
that the law of some other state shall govern.
3.4 Problems that Could Occur With Deposits
If a deposit or transfer to your Account is returned or rejected by the paying
financial institution for any reason, or if there is an error or mistake involving a
deposit or transfer, we may deduct the amount of the deposit, transfer, or error
without prior notice to you. If there are insufficient funds in your Account at the
time, your Account may become overdrawn. Please refer to Section 3.11 concerning
overdrafts for more information.
3.5 Transfers To or From Two Accounts You Have With Us
You may transfer funds from one Account in your name to another account in your
name held by us that is managed by the Program Partner (an “internal transfer”).
There are no limits on the number of internal transfers you may make, and internal
transfers are immediately available.
3.6 Withdrawals From Your Account
You may withdraw funds up to the amount of your Available Balance in your
Account using any of the following methods.
If you have been issued a debit card or ATM card for your Account, there may also
be limitations that apply to your use of the card. Please refer to the applicable
cardholder agreement provided to you with your card for information on any
applicable limitations and other terms.
You cannot withdraw funds by check, and we do not permit you to create checks
drawn on your Account.
Before permitting a withdrawal or other transaction, we may request that you
provide us with additional information or documentation that we deem necessary to
confirm your identity or to prevent illegal activity. We may refuse the transaction if
you do not comply with our request.
3.7 Transfers To or From Linked Bank Accounts
You may be provided with the ability to link another bank account you have with
another financial institution (“linked bank account”) to your Account with us in order
to make inbound and outbound ACH transfers between the linked bank account and
your Account through the Online Banking Services. An “inbound transfer” moves
funds into your Account from a linked bank account. An “outbound transfer” moves
funds from your Account to a linked bank account. We will facilitate transfers to a
linked bank account separate and apart from any access we provide you to the ACH
Origination Service (see Section 5 below).
For inbound transfers, we will debit your linked bank account and credit your
Account with us on the next business day after you initiate the transfer. The funds
you transfer to your Account will be made available to you by the fifth (5th) business
day after the funds have been credited to your Account.
For outbound transfers, we will debit your Account with us and credit your linked
bank account on the next business day after you initiate the transfer. The financial
institution that holds your linked bank account determines when those funds will be
made available to you in your linked bank account.
The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer
requests that you make on a business day before the cut-off time will be considered
initiated on that day. Transfer requests that you make after the cut-off time, or on a
day that is not a business day, will be considered initiated the following business
There are limits to the dollar amount of both inbound and outbound transfers you
can make. Please see sections 3.1 and 3.6.
You agree that you will only attempt to link a bank account for which you have the
authority to transfer funds. You also agree to indemnify and hold us harmless from
any claims by any business or person related to the linked bank account, including
any other owner of the linked bank account. You may only link a bank account that
is a deposit account, such as a checking, savings or money market account.
You agree that Novel reserves the right to modify or change fee structures on
any activity on the Novel software platform based on the estimated risk of a client
established by internal assessments.
3.8 No Illegal Activity, Internet Gambling and Right to Refuse Transactions
You must not use your Account for any illegal purposes or, regardless of whether it
is legal or illegal, for internet gambling. We may deny any transaction or refuse to
accept any deposit that we believe is related to illegal activity, online gambling or
for any other reason at our discretion.
3.9 How We Post Transactions To Your Account and Determine Your Available Balance
3.9.1 Posting Overview
To understand how we post transactions to your Account, it is important to first
understand the difference between your Available Balance and your ledger balance.
Your Available Balance is the amount of money you have in your Account at any
given time that is available for you to use. Your ledger balance is the balance in
your Account at the beginning of the day after we have posted all transactions to
your Account from the day before. We use your Available Balance to authorize your
transactions throughout the day and determine whether you have sufficient funds
to pay your transactions. Here are some additional terms that are helpful to
- Credit and debit – A credit increases your balance and a debit decreases your
- Post or posted – Transactions that are paid from or deposited to your Account.
Posted transactions will either increase or decrease both your Available Balance
and your ledger balance.
- Pending – Transactions that we receive notice of and are scheduled to post to
your Account. Pending transactions affect your Available Balance, but not your
- Card authorization and settlement – When you use a debit card to make a
purchase, the transaction occurs in two steps: card authorization and
settlement. Card authorizations reduce your Available Balance, but not your
ledger balance. Settlement reduces both your Available Balance and your ledger
balance. Card authorizations are removed when settlement occurs or after a
certain number of days have passed, whichever is sooner. Please see Section
3.9.4 for more information about card authorizations and settlement.
We receive transactions throughout the day and post them to your Account as they
are received and in the order that they are received. Note that for debit card
transactions, we consider the transaction received when the merchant requests
settlement, which may occur several days after you authorize the transaction. See
Section 3.9.4 for additional information concerning how debit card transactions are
We may change the order in which we post transactions to your Account at our
discretion and without notice to you. It is therefore important for you to keep track
of the deposits you make and the transactions you authorize to make sure there are
sufficient funds in your Account to cover all transactions and any applicable fees.
3.9.3 Determining Your Available Balance
To determine your Available Balance, we start with your ledger balance at the
beginning of the business day, add any pending credits or deposits that we make
available to you, and subtract any card authorizations and pending debits. All
transactions are debited or credited from your Available Balance in the order
You may check your available balance via Online Banking Services. Keep in mind
that your Available Balance may not reflect every transaction you have initiated or
previously authorized. For example, your Available Balance may not include
transactions you have authorized that we have not received.
3.9.4 Debit Card Authorizations
If you are issued a debit card with your Account, you will be able to use your card to
pay for goods or services or conduct other transactions with a merchant. When you
engage in a transaction with a merchant using your debit card, the merchant will
request preauthorization (“card authorization”) for the transaction. If there are
sufficient available funds in your Account, we will approve the request and reduce
your Available Balance for as long as the card authorization remains on your
Your Available Balance will generally be reduced by the amount of the card
The card authorization will remain on your Account until the merchant sends us the
final amount of the transaction and requests payment (“settlement”). In most
cases, If the merchant does not request settlement, or the merchant is delayed in
requesting settlement, the card authorization will automatically be removed after 3
days. However, certain merchants such as hotels may hold for a period of up to 7
It is important to understand that the merchant controls the timing of card
authorizations or settlement. A merchant may request settlement after the card
authorization has been removed from your Account. This means that if you use the
funds in your Account after the card authorization has been removed and the merchant later requests settlement, your Account may become overdrawn.
A merchant may also request settlement for an amount that is different than the card
authorization. Therefore, it is important that you keep track of your transactions and
your balance. Once we have approved a card authorization, we cannot stop the
transaction and you will be responsible for repaying any negative balance that may
Statements will periodically be provided to you via email and Online Banking
Services as long as your Account is not inactive. You will receive a statement
monthly as long as you have transactions on your Account during the statement
period. If there were no transactions on your Account, we may not provide you with
statements or may provide you with statements on a less frequent basis. You will
not receive paper statements.
3.11 Errors On Your Account and Limitations of Liability
You agree to carefully review your statements and promptly report to us any errors
or unauthorized activity by email at firstname.lastname@example.org within thirty (30) days
after we make the statement available to you. Unless otherwise specified in this
Agreement or required by law, if you do not provide us with timely notice of an error
or unauthorized activity, we will deem our records concerning your Account to be
correct and you agree that we will not be liable to you for any loss you suffer
relating to the error or unauthorized activity. You further agree that we may debit or
credit your Account at any time and without notice to you to correct an error or
address unauthorized activity.
In any case, our maximum liability to you will never exceed the amount of actual
damages proven by you. Our liability may also be further reduced by the amount of
the loss that is caused by your own negligence or lack of care, as well as any
recovery of the loss you obtain from third parties. Please refer to Section 4 for
additional information concerning errors and unauthorized transactions involving
electronic fund transfers and related limitations of liability. There may also be other
limitations of liability contained in this Agreement.
3.12 Overdrafts, Nonsufficient Funds and Negative Balances
We do not permit you to overdraw your Account. If the Available Balance in your
Account is not sufficient to cover any transaction you have authorized, we may
return the transaction or refuse to process the transaction. However, there may be
instances where your Account can still go into the negative, such as if a deposit you
make is returned. You must make a deposit immediately to cover any negative
balance. If your Account has a negative balance for sixty (60) calendar days or
more, we may close your Account.
3.13 Closing Your Account and Account Suspensions
You can close your Account at any time and for any reason by email at
email@example.com. We reserve the right to refuse your request if you have a
negative balance on your Account. We recommend that you transfer or withdraw
any funds you may have in the Account prior to submitting a request to close the
Account to avoid delays in receiving your funds.
We may also suspend or close your account at our discretion with or without notice.
This includes if we believe you are using your Account for fraudulent or illegal
purposes or in violation of law or regulation, this Agreement, any other agreement
you may have with us or Unit, or if you otherwise present undue risk to us or Unit.
We may also close your Account if you have not made any deposits or withdrawals
from your Account in over twelve (12) months. In addition, cancelling your
enrollment in the Online Banking Services with the Program Partner will result in our
closure of the Account and our return of your funds. We are not responsible to you
for any damages you may suffer as a result of the closure or suspension of your
Account. If your Account is closed due to non-payment, reactivation requires payment
of any outstanding obligations and a subscription to an annual service plan.
If your Account is closed with a balance greater than $1.00, we will return any funds
you may have in the Account to you by ACH transfer to another bank account or by
paper check. We reserve the right not to return the funds to you if the balance in
your Account is $1.00 or less. The closure of your Account or termination of this
Agreement does not impact any right or obligation that arose prior to closure or
termination, or any right or obligation that, by its nature, should survive termination
(including, but not limited to, any indemnification obligation by you, our limitations
of liability, and any terms governing arbitration).
3.14 Dormancy, Inactivity and Unclaimed Property
State law and our policy govern when your Account is considered dormant. Your
Account is usually considered dormant if you have not accessed your Account,
communicated to us about your Account or otherwise shown an interest in your
Account within the period of time specified under applicable law. Each state has
varying laws as to when an account becomes dormant, and we may be required to
send the balance in your Account if it becomes dormant to the state of your last
known address. We will make reasonable efforts to contact you if required by
applicable law before transferring the remaining balance of your Account to the
applicable state. After we surrender the funds to the state, you must apply to the
appropriate state agency to reclaim your funds. You can avoid the surrender of your
funds by simply conducting transactions, contacting us about your Account or
replying to any abandoned property notices we may provide to you.
We may also place your Account in an inactive status if you have not had any
transaction for at least six (6) months. If your Account becomes inactive, you may
not receive statements or be able to conduct certain transactions. Inactive Accounts
must be reactivated. Contact us by email at firstname.lastname@example.org to reactivate
3.15 Account Fees and Fee Schedule
You agree to pay all fees and charges applicable to your Account. All fee amounts
will be withdrawn from your Account and will be assessed regardless of whether you
have sufficient funds in your Account, except where prohibited by law. Fees are
subject to change at any time. We will provide you advance notice of any changes
where required by law.
Electronic Fund Transfers
Your Account allows you to withdraw funds up to the Available Balance or make
deposits through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are
processed by electronic means and include, among others, ACH transfers, debit or
ATM card transactions and direct deposits. This Section provides you with
information and important disclosures and terms about the EFTs that are permitted
on your Account. You may also receive additional services through Online Banking
Services provided by the Program Partner, that allow you to initiate EFTs to and
from your Account that are not described in this Agreement. You will be provided
separate agreements and disclosures applicable to those services by the Program
4.1 Types of EFTs Supported by Your Account
Your Account allows the following types of EFTs:
- Direct deposits from your employer or other source of income
- Transfers to or from your Account to or from a linked bank account (see Section
- Transfers to or from your Account to a merchant or other third party by providing
the third party with your Account routing number and account number
- Purchases or other transactions using your debit card
- ATM deposits or withdrawals using your debit card or ATM card
4.2 Limitations on EFTs
There are limitations on the frequency and amount of transactions you can make to
or from your Account. These limits are different for each type of transaction. For
limits that apply to transactions that credit or deposit funds into your Account,
please refer to Section 3.1 concerning deposits. For limits that apply to transactions
that debit or withdraw from your Account, please refer to Section 3.5 concerning
withdrawals. For limits that apply to transfers to or from your Account from a linked
bank account, please refer to Section 3.6. These security-related limits may change
from time to time.
If you have been issued a debit card or ATM card for your Account, there may also
be transaction limitations that apply to your use of the card. Please refer to the
applicable cardholder agreement provided to you with your card for information on
any limitations and other terms.
4.3 Documentation of Your Transactions
We will provide you information about each transaction that debits or credits your
Account on your statements. Please refer to Section 3.9 for information about
statements. You may also be able to view your transaction history and other
information through Online Banking Services provided to you by the Program
Partner. You may also contact us by email at email@example.com or via Online
Banking Services for information concerning your Account or your transactions.
If you are provided with a debit card or ATM card, you can get receipts at the time
you make a withdrawal at an ATM or a purchase at a point-of-sale terminal when
using your card.
4.4 Preauthorized Transfers, Stop Payments and Notices of
If you authorize us or another company or person to withdraw from your Account on
a regular basis (such as when you sign up for “autopay” to pay a recurring bill or
invoice), it is called a Preauthorized Transfer. You may request that we place a stop
payment on Preauthorized Transfers, as well as get notification when the amount of
a particular withdrawal will be different from the amount of the last withdrawal.
4.4.1 How to Request a Stop Payment
If you authorize a third party to take payments from your Account on a regular basis
through a Preauthorized Transfer, you can place a stop payment on those payments
by contacting by email at firstname.lastname@example.org at least three (3) business days
before the next payment is scheduled to be made.
You must provide us with (1) your name, (2) your Account number, (3) the company
or person taking the payments, and (4) the date and amount of the scheduled
payment you wish to stop. If you want all future payments from that company or
person stopped, be sure to tell us that as well. If you do not provide us with the
correct information, such as the correct payee or the correct amount of the
payment you wish to stop, we may not be able to stop the payment.
4.4.2 Notices of Varying Amounts
If these regular payments vary in amount, the person or company you are paying
will tell you ten (10) days before each payment when it will be made and how much
it will be. You may be given the option to only get this notice when the payment will
differ by more than a certain amount from the previous payment, or when the
amount will fall outside certain limits that you set.
4.5 Questions About Your EFTs and Reporting Errors or Unauthorized EFTs
You may contact us by email at email@example.com with questions concerning
EFTs that occur on your Account
You may also contact us using those methods to report errors or unauthorized EFTs.
Be sure to contact us immediately if you believe that an error or unauthorized EFT
has occurred or may occur concerning your Account, or if your Account, debit card,
ATM card or Online Banking Services login credentials have been lost, stolen or
compromised. You must contact us no later than thirty (30) days after we sent the
FIRST statement on which the error or unauthorized EFT appeared. You must
provide us with the following information:
- Tell us your name and Account number.
- Describe the error or the EFT you are unsure about and explain as clearly as you
can why you believe it is an error or why you need more information.
- Tell us the dollar amount of the suspected error.
- If you tell us orally, we may require that you send us your complaint or question
in writing by email within ten (10) business days.
After receiving your notice of error or unauthorized EFT, we will investigate and
provide you with the results and any corrections we make to your Account within a
commercially reasonable time.
4.6 Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment
We will respond to notices of errors or unauthorized EFTs and requests to stop
payments in a commercially reasonable manner and time. You agree that in no
event will we be liable in an amount exceeding the lesser of five thousand dollars
($5,000) or the actual amount of your loss. You also agree that we will not be liable
for any amount of loss that you may incur if you:
- Do not tell us about an error or unauthorized EFT within thirty (30) days after the
first statement showing the error or unauthorized EFT is made available to you;
- If you do not provide us with the information necessary to place a stop payment
on a Preauthorized Transfer in a timely manner.
In addition, we are not liable for any losses you may incur in any of the following
- If the Available Balance in your Account is not sufficient to complete the
transaction through no fault of ours.
- If the ATM you use does not have enough cash.
- If the failure is due to an equipment or system breakdown, such as a problem
with the Online Banking Services provided by the Program Partner, that you
knew about before you began a transaction
- The failure was caused by an Act of God, fire or other catastrophe, or any other
cause beyond our control despite reasonable precautions we have taken.
- If your funds are not available due to a hold or if your funds are subject to legal
- If we do not complete a transaction because we or Unit has reason to believe the
transaction is unauthorized or illegal.
- If your Account is closed or inactive.
- There may be additional exceptions stated in our or Unit’s agreements with you
or permitted by law.
Electronic Fund Transfers
5.1 Description of ACH Origination Service
The ACH Origination Service allows you to instruct us to create and/or send a
NACHA formatted file on your behalf in order to execute the transfer of funds
to/from another financial institution to disburse/concentrate funds or to make
payments/collect funds to/from another party via the System. All transactions
executed through the ACH Origination Service described above will be collectively
known as (“ACH transactions”.) The ACH Origination Service is only accessible
through the Online Banking Services. Your use of and access to the ACH Origination
Service is separate and apart from your ability to facilitate transfers via ACH to a
linked bank account (see Section 3.7).
We will facilitate only Internet-Initiated/Mobile Entry (“WEB”) and Corporate Credit
or Debit Entry (“CCD”) ACH transactions through the ACH Origination Service. We
will select, at our sole discretion, whether to facilitate any given ACH transaction as
a WEB transaction or CCD transaction.
Unless otherwise defined in this Agreement, capitalized terms that appear in this
Section 5 shall have the meanings set forth in the Operating Rules (the “Rules”) of
the National Automated Clearing House Association (“NACHA”).
5.2 Processing Deadlines
Except as provided in Security Procedures in Section 5.4 below, we shall (i) process
entries received from you to conform with the file specifications set forth in the
Rules, (ii) transmit such entries as an Originating Depository Financial Institution to
the Federal Reserve Bank, and (iii) settle for such entries to the specified accounts
as provided in the Rules.
We shall transmit such entries to the Federal Reserve Bank by the deadline of the
ACH one business day prior to the Effective Entry Date shown in such entries,
provided (i) such entries are received 3:00 PM ET on a business day, (ii) the
Effective Entry Date is at least 2 days after such business day, and (iii) the Federal
Reserve is open for business on such business day. A “business day” is a day in
which the Federal Reserve Bank is opened to the public for carrying on substantially
all of its business, other than a Saturday, Sunday, or legal holiday.
If any of the requirements of clause (i), (ii), or (iii) listed above are not met, we shall
use reasonable efforts to transmit such entries to the Federal Reserve Bank by the
next deposit deadline on which the Federal Reserve is open for business.
5.3 ACH Rules
When engaging in any transaction through the ACH Origination Service, you agree
to comply with the Rules. You can obtain a copy of the Rules from NACHA at 13450
Sunrise Valley Drive, Suite 100 Herndon, VA 20171; instructions for obtaining a copy
of the Rules are also available at www.nacha.org. You agree to comply with and be
bound by the Rules. In the event you violate any of the applicable Rules and NACHA
imposes a fine on us because of your violation, we may charge the fine to you. We
agree to inform you of revisions to the Rules of which we have knowledge. Our
current process does not support the origination of IAT’s (International ACH
5.4 Security Procedures
Our security procedures or security requirements are integrated into the Online
Banking Services, and you acknowledge and agree that these security procedures
are a commercially reasonable method of providing security against unauthorized
payment orders. You agree to submit ACH origination requests solely through the
Online Banking Services.
5.5 Our ACH Origination Obligations
In a timely manner and in accordance with the Rules, we will process, transmit and
settle for the entries received from you, which comply with the terms of this
Agreement and/or any addendums or future addendums.
You warrant and agree that:
- Each entry is accurate, timely, and has been authorized by the party whose
account will be credited or debited, and otherwise complies with the Rules.
- Each debit entry is for an amount, which on the settlement date with respect
to it, will be owing to you from the party whose account will be debited, is for
a sum specified by such party to be paid to you, or is a correction of a
previously transmitted erroneous credit entry.
- You have complied with all pre-notification requirements of the Rules.
- You will comply with the terms of the Electronic Funds Transfer Act, if
applicable, or Uniform Commercial Code Article 4A if applicable, and the laws
of the United States. You shall otherwise perform your obligations under this
Agreement in accordance with all applicable laws and regulations. You shall
indemnify us against any loss, liability or expense (including attorney’s fees
and expenses) resulting from or arising out of any breach of any of the
foregoing warranties or agreements.
5.7 Authorized Daily Dollar Limits
There are limitations on the frequency and amount of ACH transactions you can
originate from your Account using the ACH Origination Service. For limits that apply
to transactions that credit or deposit funds into your Account, please refer to
Section 3.1 concerning deposits. For limits that apply to transactions that debit or
withdraw from your Account, please refer to Section 3.6 concerning withdrawals.
These security- and related limits may change from time to time.
Inherent to the implementation of any ACH Origination Service is a degree or risk
assumed by us. It is possible for you to expose us to significant financial liability if
you do not have sufficient funds on deposit in the Account to settle ACH
transactions or returns. We reserve the right to periodically request and review your
financial information and revoke your access to ACH Origination Service if we
believe, in our sole discretion, that you cannot financially support your liability for
ACH transactions originated from the Account.
The following types of ACH transactions may be originated using the Account and
the Online Banking Services: CCD and WEB.
5.8 Provisional Credit
You acknowledge that the Rules make provisional any credit given for an entry until
the financial institution crediting the account specified in the entry receives final
settlement. If the financial institution does not receive final settlement, it is entitled
to a refund from the credited party and the originator of the entry shall not be
deemed to have paid the party.
You will maintain the Account during the term of this Agreement. You will maintain
in the Account as of the applicable settlement date immediately available funds
sufficient to cover all credit and debit entries initiated by you. You authorize us to
debit the Account on the applicable settlement date in the amount of each entry. In
the event there are not sufficient available funds in the Account to cover your
obligations under this Agreement, you agree that we may debit any account
maintained by you with us or that we may set off against any amount we owe to
you, in order to obtain payment of your obligations under this Agreement.
5.10 Cancellation or Amendment
You shall have no right to cancel or amend any entry/file after its receipt by us.
However, we shall use reasonable efforts to act on a request, in writing, by an
Authorized User to cancel an entry/file before transmitting it to the Federal Reserve
Bank. Any such request shall comply with the security procedures described in
Section 5.4 above. You may be required to submit a new transfer request in writing
or electronically through the Online Banking Services. We shall have no liability if
the cancellation or change is not affected.
You may request the reversal of an entry for erroneous or duplicate transactions
that have been transmitted to the Federal Reserve by contacting us through the
Online Banking Services.
5.12 Rejection of Entries
We shall reject any entry, including an on-us entry, which does not comply with the
requirements of this Agreement and may reject any entry if you are not otherwise in
compliance with the terms of the Agreement. We shall notify you by email or via the
Online Banking Services of such rejection no later than the business day such entry
would otherwise have been transmitted by us to the ACH or, in the case of an on-us
entry, its effective entry date.
5.13 Returned Entries
We shall notify you by email or via the Online Banking Services of the receipt of a
returned entry from the Federal Reserve no later than one business day after the
business day of such receipt. We shall have no obligation to re-transmit a returned
entry if we complied with the terms of this Agreement with respect to the original
You agree not to exceed ninety five percent (95%) of any thresholds set forth in the
NACHA Rules for returns on the basis that the Transaction was unauthorized,
returns for administrative reasons, or all returns regardless of the cause in any
thirty (30) day period. You further agree not to exceed 0.5% returns on the basis
that the Transaction was unauthorized in any thirty (30) day period irrespective of
whether any NACHA thresholds have been exceeded. Returns on the basis that the
transaction was unauthorized will be assigned a NACHA return status of R07
(“authorization revoked by customer”), R10 (“customer advises not authorized”), or
R29 (“corporate customer advises not authorized”).
We reserve the right to limit, suspend, or terminate your ACH Origination Service
privileges for any violation of this Section 5.13.
5.14 Notifications of Change
We shall notify you of all notifications of changes that we receive related entries
that you transmit by email or via the Online Banking Services no later than five (5)
business days after receipt thereof.
You agree to pay us for ACH Origination Service provided under the Agreement in
accordance with the current schedule of fees in Section 3.15 above. We may
change our fees from time to time upon written notice
We shall have the right to audit any records for compliance with the agreements
and Rules relating to ACH Transactions originated by you.
5.17 ACH Origination Service Liability, Limitations on Liability
WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE ACH ORIGINATION
SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE
ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT
BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING WITHOUT LIMITATION
THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF
ANY FILE RECEIVED FROM YOU) OR THOSE OF ANY OTHER PERSON. WE ARE
AUTHORIZED BY YOU TO PROCESS TRANSACTIONS IN ACCORDANCE WITH THE
INFORMATION THAT WE RECEIVE IN THE ISSUED FILE TRANSMISSION FROM YOU.
YOU SHALL BE SOLELY RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE
FILE, AND WE SHALL HAVE NO RESPONSIBILITY FOR ERRONEOUS DATA PROVIDED
BY YOU. YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY
LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES
AND EXPENSES) WE SUFFER OR INCUR RESULTING FROM ANY THIRD-PARTY
LAWSUIT, CLAIM, ARBITRATION OR OTHER ACTION, ACTUAL OR THREATENED,
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE
OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION
WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT
WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE SHALL
BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR
DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR
COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, NATURAL DISASTER,
EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL.
NOTWITHSTANDING THE ABOVE, WE WILL REIMBURSE YOU FOR EXPENSES
INCURRED (E.G. WIRE FEES) IN THE EVENT OF OUR FAILURE OR DELAY IN
TRANSFERRING FUNDS SOLELY CAUSED US.
IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN
TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING
EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION
ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES
OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY
PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY
RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY
AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS
OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY
USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL
RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH
INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR
ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT
OR OMISSION OF YOU OR ANY OTHER PERSON.
PERFORMANCE INTERRUPTION OF THE ACH ORIGINATION SERVICE FOR ANY
REASON SHALL NOT RELIEVE YOU OF YOUR OBLIGATION TO MAKE ANY TAX
DEPOSIT, AND WE WILL INCUR NO LIABILITY TO YOU FOR YOUR FAILURE TO MAKE
ANY REQUIRED TAX PAYMENT BY OTHER MEANS IN THE EVENT OF SUCH
5.18 Inconsistency of Name and Account Number
You acknowledge that, if an entry describes the Receiver inconsistently by name
and/or account number, payment of the entry may be made on the basis of the
account number even if it identifies a person different from the named Receiver.
You are solely responsible for providing correct information for all ACH Origination
Service requests through the Online Banking Services.
You may cancel your ACH Origination Service at any time by providing us with written notice. Your access to the ACH Service through Online Banking Services will be suspended within three (3) business days of our receipt of instructions to cancel your ACH Origination Service from any Authorized User. We shall be entitled to rely on any written notice believed by us, in good faith, to be signed by any Authorized User. We shall have no obligation to transmit entries if you are in default of any of its obligations under this Agreement, including the obligation to pay any related fees for each credit and debit entry.
You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated and recurring transactions, will be cancelled as a result of termination of your ACH Origination Service. You agree that we can terminate or limit your access to the ACH Origination Service for any of the following reason without prior notice:
- If you have insufficient funds in your Account. The ACH Origination Service may be reinstated, at our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.
- You breach any term of this Agreement and/or the Rules.
- Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion. Any unprocessed transactions including future dated and recurring transactions will be cancelled as a result of termination of your ACH Origination Service.
5.20 Notice Disclosure
Under the operating rules of NACHA, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item, and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statements we provide you.
The Account may permit domestic wire transfers through Online Banking Services provided to you by the Program Partner.
5.21 Types of Wire Transfers Supported by Your Account
Your Account may support domestic wire transfers. If wire services are made available to you, your Account will be able to both receive and initiate wire transfers.
We may select any means for the transmission of funds that we consider suitable. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents, and we shall not be liable for any errors, delay, misdelivery, or failure of delivery by any of them unless applicable law says otherwise.
We will not be liable for our inability to perform our obligations under this Agreement when such inability arises out of causes beyond our control, including but not limited to, any act of God, accident, labor disputes, power failures, system failure, equipment malfunction, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake, or the failure of any third party to provide any electronic or telecommunication service used in connection with the execution or cancellation of a wire transfer.
5.22 Limitations on Wire Transfers
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. There may be limits on the beneficiaries who can receive a wire transfer you initiate from your Account. These security-related limits may change from time to time.
5.23 Cut-Off Times for Wire Transfers
We have cut-off hours for processing wire transfers. If a wire request is received by 3:00 PM ET on a Business Day and verified through our security procedures outlined in the section below titled “Security Procedures,” funds will be processed the same business day. If it is received after 3:00 PM ET or on a non-Business Day and verified through our security procedures, funds may be processed the next business day.
We may treat any wire transfer request received at or after our cut-off time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day.
5.24 Security Procedures
You agree and consent to the use of certain security procedures by us to confirm the validity of the wire transfer request made pursuant to this Agreement. You understand the security procedures are not designed to detect errors in the content of the wire transfer request or to prevent duplicate transfers. Some elements of the procedures will vary, depending upon the method used to initiate a wire transfer. You hereby agree that your utilization of any security procedure established hereunder shall constitute your agreement to its use and affirmative acknowledgment of its commercial reasonableness.
You further agree that any wire transfer request that is acted upon in good faith by us in compliance with these security procedures, whether or not in fact authorized by you, shall constitute an authorized wire transfer.
5.25 Liability for Incorrect Wire Transfers
You are responsible for providing us with the accurate name and account number for wire transfers, and we are responsible for transmitting money to the account number you provided.
When you provide us with a name and account number in order for us to process a wire transfer, we may make payment solely on the basis of the account number, even if the account number identifies a person different from the beneficiary so named. We or an intermediary bank may send a wire transfer to an intermediary bank or beneficiary's/designated recipient's bank based solely on the bank identifying number, even if the payment order indicates a different name. You should be very careful when providing the account number for a wire transfer.
If you have provided us with the wrong account number, there may be no way to correct the error or retrieve the funds. You agree that you will pay the amount of a wire transfer even in such circumstances. You are responsible for any losses resulting from an incorrect account number or your misidentification of the beneficiary/designated recipient.
If you think a wire transfer is wrong or if you need more information about a wire transfer, you must contact us by email at firstname.lastname@example.org as soon as possible and no later than fourteen (14) days after you receive your monthly statement. If you don’t tell us about an error, we will not have any obligation to pay interest on the amount of an unauthorized or erroneous wire transfer for which we are liable, and you will also be liable to us for any damages or losses we may incur.
You must pay us the amount of the wire transfer, plus any applicable fees, before we will execute the wire transfer request. Please see Section 3.14 of this Agreement for fees applicable to wire transfers.
5.27 Execution of Wire Transfers
A wire transfer request is considered accepted by us when we execute it. Please refer to Section 5.3 concerning cut-off times for more details. You can verify whether your wire transfer request has been executed by email at email@example.com or via Online Banking Services.
We have no responsibility to accept any incoming wire transfer(s) for your benefit. Likewise, we have a right to reject any wire transfer request(s) for an outgoing wire transfer for reasons including, but not limited to, insufficient or uncollected funds in the account specified in the wire transfer request, a request that fails any requires security procedures, our inability to execute the wire transfer for the reasons set out in the section of this agreement entitled method used to make the wire transfer above, or if we are unable to verify the authenticity of the wire transfer request. If we stop a domestic outgoing wire transfer, we will refund the fee.
If we determine, in our sole discretion, not to honor, execute, or accept a wire transfer request, we will make reasonable efforts to notify you. We will also make reasonable efforts to notify you promptly if a wire transfer is returned to us after its execution. In either case, we shall have no liability by reason of our delay or failure to provide you with notice, and we shall have no obligation to resend a wire transfer if we complied with the original wire transfer request and such wire transfer was returned to us.
5.28 Cancellation or Amendment of Wire Transfer
Once we receive a wire transfer request, it may not be able to be canceled or amended. However, at our discretion, we may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which we are notified of a request for cancellation or amendment complies with our security procedures. However, we shall have no liability if such cancellation or amendment is not affected. You agree to indemnify and hold us harmless from any and all liabilities, claims, damages, costs, and expenses we may incur in attempting to cancel or amend the wire transfer. any cancellation or amendment of a wire transfer by us shall relieve us of any obligation to act on the original wire transfer request.
5.29 Our Liability for Failure to Complete a Wire Transfer
We shall be responsible only for performing the wire transfer service expressly provided for in this Agreement; provided however, we shall be liable only for our own gross negligence or willful misconduct in performing such service. We shall not be liable to any third party or for any act or omission of yours or any third party, including, but not limited to, third parties used by us in executing a wire transfer or performing a related act and no such third party shall be deemed to be our agent. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE WIRE TRANSFER SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME. Except as otherwise provided by applicable law, the maximum period for which we shall be liable for interest on any amount to be refunded or paid to you with respect to an unauthorized, erroneous, or other wire transfer request is thirty days.
5.30 Your Liability for Unauthorized Wire Transfers
Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized representatives. Such liability includes instances when a current or former authorized representative effects one or more wire transfers or improper use of telephone security procedures to effect a wire transfer to your detriment.
5.31 Compliance with Anti-Money Laundering and Exchange Control Regulations and OFAC Enforced Sanctions
You agree to observe all Anti-Money Laundering and Exchange Control laws and regulations including economic and trade sanctions promulgated by the Office of Foreign Assets Control of the U.S. Department of Treasury in relation to any wire transfer, and you will use all reasonable endeavors to assist us to do likewise. In particular, you agree that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law in order to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.
Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or particular transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.
If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any wire transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, if and when required by law.
Other Legal Terms and Conditions
5.32 No Assignments
Your Account and your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement.
5.33 Legal Processes and Claims Affecting Your Account
If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are responsible for 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 is 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 are satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder; (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.
5.34 Limitation of Liability and Disclaimer of Warranty
EXCEPT AS REQUIRED BY 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 THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, 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 BLUE RIDGE BANK, N.A. EXCEPT AS REQUIRED BY 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 OR UNIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.
IN ADDITION, EXCEPT AS REQUIRED BY LAW, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY NOVEL FINANCIAL, INC. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.
ALL BANK SERVICES AND ACCOUNT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
Equally, you agree to indemnify and hold Unit and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
5.36 Our Right of Set-Off and Security Interest
We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.
If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you 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.
5.37 Changes in Terms and Additional Services
We may change this Agreement, or any fees and features of your Account, at any time by posting an amended Agreement on Novel’s website,https://trynovel.com, and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.
If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.
5.38 No Waiver of Rights
We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.
5.39 Conflicts and Section Headings
If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.
In the event that any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.
5.41 Governing Law, Forum and Time Limits
All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the State of Virginia where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Virginia and that you will be subject to such court’s jurisdiction.
Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Virginia law, or another agreement you have with us, provides for a shorter time. If federal or Virginia law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.
Arbitration and Waivers
BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
5.42 Election to Arbitrate
You, Novel Financial , Inc. and the Bank agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 9 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
5.43 Applicability of the Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
5.44 Informal Dispute Resolution
If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at firstname.lastname@example.org and provide us with the opportunity to resolve your concern prior to initiating arbitration.
5.45 Arbitration Procedures
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
5.46 Arbitration Fees
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
5.48 No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 9.7, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 9.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.
5.49 Survival and Severability of Arbitration Provision
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 9.7 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 9.7 are finally adjudicated pursuant to the last sentence of Section 9.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
5.50 Judicial Forum for Claims
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and the Bank agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and the Bank consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
5.51 WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.