BLUEVINE BUSINESS CHECKING ACCOUNT AGREEMENT
PLEASE READ THIS DOCUMENT CAREFULLY
TABLE OF CONTENTS
Deposit Account Agreement and Disclosures
- Our Agreement
- Account Basics
- General Rules Governing the Account
- Using the BlueVine Business Debit Mastercard®
- Responsibilities, Liability, and Limitations
- Wire Transfer Service
- Electronic Funds Transfer Disclosure and Special Terms and Conditions
- Check Service
- Arbitration and Waiver of Jury Trial
- Schedule of Fees
- Mobile Check Deposit
- Funds Availability Policy
- Interest Earned on Account
A. Our Agreement
This document contains the BlueVine Business Checking Account Agreement (“Account Agreement”) for the business demand deposit account available to commercial, i.e., business customers (“BlueVine Business Checking Account” or “Account”). The Account may be interest-bearing, if it meets certain qualifications below. The Account and its banking services, including the BlueVine Business Debit Mastercard® (“Card”) are made available by Coastal Community Bank, Member FDIC, Wilmington, Delaware, Member of the Federal Deposit Insurance Corporation (FDIC) (“Bank) on behalf of BlueVine Capital Inc. (“BlueVine”), the program partner responsible for managing the BlueVine Business Checking Account program (“Program”). “We,” “our,” and “us” refer to the Bank, our successors, affiliates, or assignees. “Customer” refers to the legal entity for which the Bank has opened Account. “Account Owner” or “Authorized Signer” refers to the person with authority to deposit, withdraw, and exercise control over Account. Unless otherwise specified, general references to “Account Owner” are applicable to Authorized Signers. We reserve the right to not make the Account available to businesses engaged in certain industries, including but not limited to the following: illegal gambling, pornography and paraphernalia, firearms and paraphernalia, illegal substances, other controlled substances (including medicinal marijuana, marijuana, cannabis, and hemp) and paraphernalia, penny auction companies, and bulk exchanges of virtual currency (e.g., cryptocurrency).
Because access to the Account will be available through www.bluevine.com (“Website”) and/or the BlueVine mobile application (“Mobile App”), Customer must agree to receive documents electronically. Customer is responsible for providing BlueVine with a correct and operational email address. Customer must promptly notify the Bank or BlueVine of any change to its email or postal mailing address, or if Customer is unable to access Account information through the Website or Mobile App. Neither Bank nor BlueVine will be liable for any adverse effects to Account as a result of undelivered mail or email or Customer’s inability to access Account information through the Website or Mobile App due to a failure to promptly notify Bank or BlueVine of a change to Customer’s postal mailing or email address. Neither Bank nor BlueVine is responsible for any costs Customer incurs to maintain internet access or an email account.
1. Consent to the Terms of the Account Agreement.
By applying for or using services provided by Bank, Customer is agreeing to the terms and conditions of the Account and its “Schedule of Fees.”. Disclosures provided when the Account request was completed, additional disclosures provided to Customer for additional Account-related products and services; and any other disclosures or terms we provide are considered part of or supplement the Account Agreement. Continued use of Account also means the ongoing agreement of Customer to the Account Agreement, and by continuing to use Account, Customer further agrees to pay any fees due and outstanding associated with Account, including giving us the right to collect such fees directly from the Account balance. Customer is responsible for the accuracy and completeness of all information supplied to the Bank and/or BlueVine in connection with Account.
2. Amendments to the Account Agreement.
We may amend the Account Agreement at any time by posting the amended documents (including the Account Agreement) at the Website, and any such amendment shall be effective upon its posting to the Website. The current Account Agreement is available at the Website. We will provide reasonable notice of an adverse change to the Account Agreement in writing or by any method permitted by law. However, if a change is made for security purposes, it can be implemented without prior notice. When we amend the Account Agreement, the updated version supersedes all prior versions and shall govern Account. Customer’s continued maintenance or use of Account after the amendment, will be deemed acceptance of it and Customer will be bound by it. If Customer does not agree with an amendment, Customer may close Account as provided in the Account Agreement. Customer’s termination of the Account Agreement as evidenced by closing Account, will not affect any of our rights or Customer’s obligations arising under the Account Agreement, or if applicable, the Agreement, prior to such termination.
3. Closing the Account.
Bank reserves the right to close the Account at any time. Account Owner, or the Authorized Signer may communicate instructions to close the Account by sending an email message to Customer Support or by calling Customer Support at the Phone Number and Email Address below. After Account is closed, we have no obligation to accept deposits or pay outstanding items but may do so at our discretion and any access device will no longer be active. Customer agrees to hold us harmless for honoring or refusing to honor any check, paper draft, or other item on a closed Account. If a balance remains in Account at the time of its closure, a check made payable to Account Owner as listed in our records will be sent to the mailing address on file within fourteen (14) business days of the final transaction and/or of receiving the request to close Account. Bank reserves the right to refuse to return any remaining balance less than $2.00.
4. Contact Policy Regarding Account Servicing and/or Collections.
By providing us with a telephone number for a cellular phone or other wireless device, including a number that Customer later connects to a cellular device, Customer is expressly consenting to receiving calls and messages, including auto-dialed and artificial or pre- recorded voice message calls and SMS messages (including text messages) and emails (“Communications”) – from us, BlueVine, our affiliates, BlueVine’s affiliates, our agents, and BlueVine’s agents related to Customer’s Account, any transaction, and/or Customer’s relationship with us or BlueVine.. Customer acknowledges that automated calls or text messages may be made at any telephone numbers that Customer has provided or may provide in the future even if Customer’s telephone number is registered on any state or federal Do Not Call list. Customer agrees that BlueVine may obtain, and Customer expressly agrees to be contacted at, any email addresses, mailing addresses, or phone numbers provided by Customer or its representative at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. Customer agrees to receive automated calls and text messages from BlueVine, its affiliates, agents, sales and customer service representatives, even if Customer cancels its Account or terminates its relationship with us, except if Customer opts-out (see Registration Agreement). Calls, data, and messages may incur excess fees from the Customer’s cellular provider.
We may disclose information to third parties about Account, Card, or related transactions:
- Where it is necessary for completing transactions;
- In order to verify the existence and condition of Account or Card for a third party, such as a merchant;
- In order to comply with government agency, court order, or other legal or administrative reporting requirements;
- Upon the Customer’s written consent;
- To our employees, auditors, affiliates, service providers, or attorneys as needed; or
- Otherwise as necessary to fulfill our obligations under the Account Agreement.
6. Customer Support.
For “Customer Support” assistance or additional information about Account, please contact us at the “Address,” “Phone Number,” or “Email Address” below:
Address: BlueVine Capital Inc.
401 Warren St. Redwood City, CA 94063
1 (888) 216-9619.
Email Address: firstname.lastname@example.org
Agents are available Monday – Friday 8am-8pm ET (excluding holidays) To report a lost/stolen/damaged Card call 24/7/365.
7. Telephone monitoring/recording.
Customer acknowledges that Bank and BlueVine may monitor and/or record telephone calls with Account Owner and/or Authorized Signer to ensure the quality of our Customer Support team, and also when contacting Customer regarding servicing and, if implicated, collections, or as required by applicable law and Customer agrees to such monitoring and recording.
8. No warranty regarding goods or services.
We are not responsible for the quality, safety, legality, or any other aspect of any goods or services Customer purchases using Account.
B. Account Basics
1. Opening the Account.
Important information about procedures for opening a new Account. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business that opens an Account. We will ask for the name, address, date of birth, and other information that will allow us to identify the Account Owner or Authorized Signer who is opening the Account. We will also ask for other information related to the business entity. If we are not able to validate the identity or authenticity of the Account Owner or Authorized Signer or the business entity to our satisfaction, we may not open the Account. If we are unable to validate the identity of an Account Owner or Authorized Signer, we may not provide access to the Account or issue the Card.
We may use information from and share information with third parties to help us determine if we should open an Account.
2. Business Deposit Account.
A business deposit account is a deposit account within the meaning of Article 9 of the Uniform Commercial Code (“UCC”) that is not held or maintained primarily for personal, family, or household purposes. Examples of business deposit accounts include an account owned by an individual acting as a sole proprietor; a partnership; a limited partnership; a limited liability partnership; a limited liability company; a corporation; a joint venture; or a not-for-profit corporation.
3. Authorized Signer.
At any point in time, the Account may have only one (1) Authorized Signer. The Authorized Signer is a natural person with actual or apparent authority to transact business on the Account, whether or not the Bank has a record of such person’s electronic signature on file. To designate or substitute an Authorized Signer on an existing Account, the Account Owner must contact Customer Support by our Email Address or Phone Number. Bank may continue to recognize an Authorized Signer’s authority until Bank has received and had a reasonable time to act upon a substitution request from Account Owner.
4. Authorization and Indemnification.
Customer authorizes BlueVine and the Bank to:
- view and obtain information about the Account;
- provide information to service providers about Account balances and transactions; and
- transact on the Account as necessary for purposes of reconcilement, fee credits or debits, dispute related adjustments, and any other applicable accounting corrections.
5. Compliance with Laws and Regulations.
Customer agrees to comply with all laws applicable to Account Agreement, including regulations or ordinances, and orders of governmental and governing authorities, federal and state privacy laws, and anti-money laundering laws.
6. Our Relationship with the Customer.
The Account Agreement and the deposit relationship do not create a fiduciary relationship between Bank and Customer, Account Owner, or any Authorized Signer.
7. Business Days.
Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” in this Account Agreement are calendar days unless indicated otherwise.
8. Our Right to Block the Account.
As part of our loss prevention program, when we suspect that irregular, unauthorized, or unlawful activities may be occurring in connection with the Account, Bank may block, or place a hold on Account balance (and any other accounts Customer maintains with Bank) pending an investigation of such suspected activities. If Bank blocks Account, Bank will give any notice required by the laws governing Account.
9. Our Right to Limit Transactions and Account Features.
For security reasons, and as part of our loss prevention program and verification processes, we may, at our own discretion, with or without prior notice, limit the availability, type, amount, or number of transactions you can make with the Account including, but not limited to: (i) the ability to transfer funds to the Account from an external linked account; (ii) restrictions to comply with applicable law or to limit our liability or exposure; and (iii) other restrictions to prevent fraud and other losses.
10. Force majeure.
Bank and/or BlueVine in its role as program manager and Customer will not be deemed in default of any of its obligations under Account Agreement if its performance is delayed, hindered, or becomes impossible because of any act of God or of any public enemy, hostilities, war (declared or undeclared), guerilla or terrorist activities, act of sabotage, blockade, earthquake, flood, landslide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, sickness, accident, civil commotion, epidemic, act of government or its agencies or officers, power interruption or transmission failure, or any cause beyond the control of Bank and/or BlueVine or Customer.
C. General Rules Governing the Account
Neither Account nor Customer’s obligations under the Account Agreement may be assigned. We may transfer our rights under the Account Agreement. Use of Account is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. If any provision of the Account 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 the Agreement shall not be affected. This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law.
1. Deposits to the Account.
Make deposits to the Account using any of these methods:
|Transaction Type||Frequency and/or Dollar Limits1|
Direct deposit or Automated Clearing House (ACH) transfer initiated from an external financial institution2
Qualifying transfers to Account via Website or Mobile App.2,3
No limit to the number of transactions per calendar day, up to$10,000.00 between all linked external accounts per calendar month.
|Cash transfer4||Up to $1,500.00 per cash transfer; $7,500.00 per calendar month limit.|
|Wire transfer||No limit.|
Mobile Check Deposit
|See section K captioned “Mobile Check Deposit” for limits and feature details.|
2 Direct deposits or ACH transfers: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name associated with Account. Any such deposits received in a name other than the name registered to Account will be returned to the originator.
3 Feature subject to availability and restrictions/limitations. See Section B(9) “Our Right to Limit Transactions and Account Features” above for more information. A qualifying transfer must originate from an external account owned by a qualifying Customer or Account Owner. The external account must be linked to your Account. The owner of the external account must validate the linking through the use of bank credentials and multi-factor authentication where applicable.
4 THIRD-PARTY MONEY TRANSFER services used to deposit funds to Account may impose their own limits, fees,per transaction, daily, weekly or monthly limits on the frequency or amount of cash you may deposit to Account. Contact Customer Support to learn about locations offering cash transfers functionality.
2. No Cash, Paper Checks or Foreign Currency.
We are not liable for any deposits, including cash, lost in the mail, lost in transit, or not received by us. Further, we do not accept the following types of deposits:
- Cash– We do not accept deposits made in cash. Any cash transfers mailed to us will be sent back by standard U.S. mail to the Customer’s address on file.
- Paper Checks– Personal checks, business checks, cashier’s checks, money order and any other type of paper check or payment may not be deposited by mail. All checks and money orders sent to us for deposit will be returned unless the full amount may be applied towards a negative balance, in which case the check or money order may or may not be deposited to the Account at our discretion.
- Foreign Currency– We do not accept deposits of foreign currency. Any deposits received in foreign currency will be sent back by standard U.S. mail to the Customer’s address on file.
3. Preauthorized Transfers.
The 12-digit Account number and the bank routing number can be used for preauthorized direct debits (“ACH Debit”) from merchants, internet service or other utility service providers and for the purpose of initiating direct deposits to Account (“ACH Credit”). These transfers will be processed under the Operating Rules of the National Automated Clearing House Association (“NACHA”) and Customer agrees to comply with the NACHA rules.
Additional information regarding preauthorized transfers is available in section G, captioned “Electronic Funds Transfer Disclosure and Special Terms and Conditions.”
4. Direct deposits or ACH Credits from an External Account at Another Financial Institution.
The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name associated with Account. Any such deposits received in a name other than the business name associated with Account will be returned to the originator.
5. ATM Deposits.
The ability to make ATM deposits is not available.
6. Funds Availability.
See section L, captioned “Funds Availability Policy.” for details.
7. Deposit Corrections.
If funds are incorrectly deposited or transferred into Account, we may correct the situation by deducting the amount of the erroneous deposit from Account without prior notice to Customer. If there are not enough funds in the Account at that time, the Account could become overdrawn. See sub-section 12 below, captioned “No Overdrafts.” for more information about what occurs if Account has a negative balance.
Customer may order check supplies from a check printing service to write paper checks that draw upon Account. Customer is responsible for ensuring the information appearing on paper checks is correct and that checks are compatible with Customer’s software and other needs. See section H below, captioned “Check Service.” for more details on the use of paper checks.
9. No Overdrafts.
Account may not be overdrawn. If the available balance in Account is insufficient to cover any authorized payment, withdrawal, or check, we can refuse to honor the payment, withdrawal, or check. If Account balance should become negative for any reason, a deposit or deposits must be immediately made to cover the negative balance. If the Account has a negative balance for ninety (90) calendar days, it will be closed and BlueVine, BlueVine’s affiliates, and/ or BlueVine’s agent may commence collection activities.
10. Unauthorized or Incorrect Debits from the Account.
Customer Support must be notified no later than 1:00 PM ET on the business day following the date of an unauthorized ACH Debit or a debit by check is made to Account in order for the item to be returned to the originator. If notification is received after this deadline, we may be unable to return the item and Customer may be responsible for losses it incurs. To provide notice of an unauthorized or incorrect debit from Account, contact Customer Support at our Phone Number or Email Address.
11. Levies, Garnishments, and Other Legal Processes.
If Account becomes subject to legal action, such as a tax levy or third-party garnishment, we reserve the right to refuse to pay any money from Account, including checks, ACH Debits, Card transactions, or other items presented for payment, until the action is resolved. If we are required to pay an attachment, garnishment or tax levy, we are not liable to Customer. Payment is made after satisfying any fees, charges, or other debts owed to us. Until we receive the appropriate court documents, we may continue to process transactions against Account, even if we have received an unofficial notification of an adverse claim. Customer will indemnify us for any losses if we do this.
12. Account Dormancy and Escheatment.
If Account is inactive for a period of time it may be considered dormant and subject to escheatment. Each state has varying laws as to when Account will be subject to escheatment and we may be required to send the balance of Account to the state of Customer’s last known address. We will make all reasonable efforts to contact Customer before transferring the remaining balance of Account to the appropriate state.
13. Periodic Statements.
Periodic statements for Account will be made available to Customer each month on the Website and Mobile App and are considered to be correct. Carefully review the statement each statement period and notify us of any discrepancies within thirty (30) days of the statement becoming available.
D. Using the BlueVine Business Debit Mastercard.
Account Owner or Authorized Signer will receive a BlueVine Business Debit Mastercard (“Card”) for use with Account (each, a “Cardholder”). Customer acknowledges and agrees that funds accessible through use of Card is limited to the available funds of Account. The expiration date of Card is identified on the back of the Card. The Card is the property of Bank and must be surrendered upon demand. Card is nontransferable, and it may be cancelled, repossessed, or revoked at any time without prior notice subject to applicable law.
1. Activate the Card.
Card must be activated through the Website or Mobile App by calling Customer Support before it can be used. Cardholder will need to provide personal information in order for us to verify their identity.
2. Personal Identification Number.
Cardholder will need to select a Personal Identification Number (“PIN”) for the Card through the Website or Mobile App or by calling Customer Support. Card must be activated before the PIN is usable. See the activation instructions above in sub-section 1, captioned “Activate the Card.”. Do not write or keep a PIN with the related Card. A PIN should never be shared with anyone. When entering a PIN into a terminal Cardholder should ensure it cannot be observed by others; the PIN should not be entered into any terminal that appears to be modified or suspicious. If Cardholder believes someone has gained unauthorized access to their PIN, Customer Support should be immediately advised.
3. Authorized Users.
Customer is responsible for all authorized transactions initiated and fees incurred by use of the Card or Account. If an individual is permitted access to Card, Card number(s), Account number(s) or PIN, we will treat this as if Customer has authorized such use and Customer will be liable for all transactions and fees incurred by such person(s). Customer is wholly responsible for the use of Account according to the terms and conditions of the Account Agreement.
4. Cash Access.
With the PIN, Cardholder may use Card to obtain cash from any Automated Teller Machine (“ATM”) bearing the Mastercard®, Maestro®, MoneyPass®, Cirrus®, or Interlink® Acceptance Marks. All ATM transactions are treated as cash withdrawal transactions. In addition, Card may be used to receive cash back at a point-of-sale (“POS”) when making a purchase at a merchant offering the service and to request an over-the counter (“OTC”) cash withdrawal at a participating bank. These are the limits associated with cash withdrawals when using the Card:
|Transaction Type||Frequency and/or Dollar Limits**|
Cash Withdrawal (ATM)*
|No limit to the number of times per calendar day;Up to $2,000.00 per calendar day|
Cash Back at Point-of-Sale (POS)*
|No limit to the number of times per calendar day; Up to $2,000.00 per calendar day|
|No limit to the number of times per calendar day;Up to $2,000.00 per calendar day|
**Limits may change based on the length of time Account has been open, transaction history and overall Account standing. Any increase in limits does not guarantee future increases, and we reserve the right to enforce the limits disclosed in this Agreement.
5. Transaction Limitations.
Maximum transaction limits are subject to the available balance of Account. These are the maximum limits when using Card:
|Transaction Type||Frequency and/or Dollar Limits*|
|Card Purchase (Signature and PIN)||No limit to the number of times per calendar day.$10,000.00 per transaction.|
Card may be used to purchase or lease goods or services everywhere Mastercard and Interlink cards are accepted subject to the limits described herein, including the prohibition that transactions not exceed the available Account balance. Some merchants do not allow customers to conduct split transactions if Card is used as partial payment for goods and services and the remainder of the balance is paid with another form of legal tender. If Cardholder wishes to conduct a split transaction and it is permitted by the merchant, the merchant must be told to charge to Card only the exact amount of funds available in Account. Cardholder must then arrange to pay the difference using another payment method. Some merchants may require payment for the remaining balance in cash. If Cardholder fails to inform the merchant to complete a split transaction prior to swiping, tapping, or dipping Card, Card may be declined.
If Card is used at an automated fuel dispenser, a pay at the pump transaction, the transaction may be preauthorized for an amount of up to $75.00 or more. If Card is declined, even though Account has sufficient funds available, Cardholder should pay for the purchase with the cashier. If Card is used at a restaurant, a hotel, for a car rental, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 15% or more to ensure sufficient funds are available to cover tips or incidental expenses. A preauthorization places a hold on available funds until the merchant sends us the final payment amount of the purchase. Once the final payment amount is received, the hold on the preauthorized amount will be removed. It may take up to seven (7) days for a hold to be removed.
During the hold period, Customer will not have access to the preauthorized amount.
All transactions relating to car rentals and hotels may result in a hold for that amount of funds for up to sixty (60) days. If the 16-digit Card number is used without presenting Card (such as for a mail order, telephone, or internet purchase), the legal effect will be the same as if Card itself had been used. For security reasons, we may limit the amount or number of transactions Cardholder can make with Card. For security reasons, we may, with or without prior notice, limit the type, amount, or number of transactions you can make with Card. We may also exercise additional restrictions which include but are not limited to: restricted geographic or merchant locations where there is a higher risk of fraud or illegal activity; restrictions to comply with laws or to limit our liability; and other restrictions to prevent fraud and other losses. Card cannot be redeemed for cash. Each time Card is used, Customer authorize us to reduce the value available in Account by the amount of the transaction and any applicable fees. Only the available balance of Account can be spent through individual transactions or a series of transactions. If a transaction exceeds the available balance of Account, Customer remains fully liable to us for the amount of the transaction and any applicable fees. See section C, captioned “General Rules Governing the Account.”, sub-section 12 “No Overdrafts.” above for additional details if Account balance becomes negative.
Neither Customer nor Cardholder has the right to stop payment on any purchase or payment transaction originated by use of Card. If Cardholder authorizes a transaction and then fails to make a purchase of that item as planned, the approval may result in a hold on those funds for up to sixty (60) days.
6. Transactions Made in Foreign Currencies.
If Cardholder uses Card to make a purchase in a currency other than the currency in which Account is denominated, the amount deducted from the available Account balance will be converted by Mastercard into an amount in the currency of the Account and Card. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Mastercard from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Mastercard itself receives, or the government-mandated rate in effect for the applicable central processing date.
Cardholder should get a receipt each time Card is used for a transaction. Customer is responsible for retaining, verifying, and reconciling all Card transactions and receipts.
8. Card Replacement.
If it is necessary to replace a Card for any reason except at Card expiration, the Account Owner or Cardholder should contact Customer Support through the Website or Mobile App or calling our Phone Number to request a replacement Card.
9. Card Expiration.
Card expires no earlier than the “EXP DATE” date printed on the back of it. Card cannot be used after the expiration date; however, a replacement Card will automatically be mailed to Customer prior to the expiration of the soon-to-expire Card. If it is necessary to replace a Card for any reason other than the Card’s expiration, the Account Owner or Cardholder should follow the procedures described in the preceding sub-section, captioned “Card Replacement.”.
10. Lost or Stolen Card and Account information; Information About Transaction Disputes (Card Transactions Only).
TELL US AT ONCE if Customer or Cardholder believes Card has been lost or stolen or if the PIN or Account number is no longer secure or confidential. Notification can be done by telephoning Customer Support or communicating through Website or Mobile App. Cardholder must not reveal their User ID, Password, or PIN or provide Account or Card numbers (collectively, “Account Credentials”) to any person not authorized by Customer to use Account or Card; not write the PIN anywhere on Card or on anything kept with Card; and not leave a computer terminal or mobile device unattended after logging in and accessing Account.
In case of a discrepancy or questions about Card transaction(s), call or email Customer Support as soon as possible. Customer must contact us no later than sixty (60) days after we posted the transaction(s) to Account.
E. Responsibilities, Liability, and Limitations
1. Customer’s Acknowledgement.
Customer acknowledges (i) the inherent risks and responsibilities associated with conducting business via the internet and that there can be no assurance that inquiries or transaction activity will be completely secure, despite any security procedures established by us such as firewalls, passwords, and data encryption. Customer also understands that access to the Mobile App will not be free from delays, malfunctions, or other inconveniences generally associated with this electronic medium, and further agrees we are not responsible for any such delays, malfunctions, or inconveniences; (ii) Customer and Authorized Signer are responsible for maintaining all equipment required for its access to and use of Account; and (iii) Customer authorizes BlueVine, Bank, or any third party on BlueVine or Bank’s behalf, to serve as agent in processing transaction instructions received from Customer via the internet, and to post such transactions to Account. Customer will be solely responsible for the timeliness, accuracy, and adequacy of the data entered as well as the completeness of any instruction entered.
2. Customer’s Additional Responsibilities.
Customer is responsible for actions that may be taken by anyone using the Website or Mobile App after signing in with the Authorized Signer’s Account Credentials, except as otherwise set forth herein or as part of Account Agreement. We are entitled to rely and act upon instructions received using the Authorized Signer’s Account Credentials. Customer is further responsible for keeping its Account Credentials confidential and for ensuring that the Authorized Signer has signed off the Website or Mobile App when a session is complete to prevent unauthorized persons from accessing Account.
3. Disclaimer of Warranties.
To the fullest extent permitted by law, we do not make any warranties of any kind related to the Website or Mobile App, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose. We further do not warrant that the Website or Mobile App will be uninterrupted or error free, that defects will be corrected, or that the Website or Mobile App are free of viruses or other harmful components. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE WEBSITE OR MOBILE APP AND ACCOUNT SHALL BE AT CUSTOMER’S SOLE RISK, AND THAT THE WEBSITE AND MOBILE APP ARE PROVIDED ON AN “AS IS” BASIS.
4. Information Processing and Reporting.
Bank will not be responsible for determining the accuracy, timeliness or completeness of any information or instructions that an Authorized Signer provides to us for any service related to Account. Customer agrees to maintain adequate backup files of the data it submits for a reasonable period of time in order to facilitate any needed reconstruction or reprocessing of Customer’s transactions (e.g., due to a telecommunication failure). If we are unable to provide a processing services for any reason, we will take reasonable steps to resume processing within a reasonable timeframe.
5. Unauthorized Transactions and Errors.
Bank’s security procedures are not designed for the detection of errors such as duplicate payments or errors contained in Customer instructions. We will not be obligated to detect errors by Customer, Authorized Signer, or others, even if we take certain actions from time to time to do so. It is Customer’s responsibility to immediately call Customer Support upon belief any Account Credentials have been lost, stolen or otherwise made available to an unauthorized person, or that someone has viewed, downloaded, or deleted electronic records from Account without Customer’s permission, or if Customer or Authorized Signer suspects any fraudulent or unauthorized activity (including errors) on Account. Customer further agrees to comply with all notification requirements set forth in Account Agreement. Customer’s liability for any unauthorized transactions (including errors) will be determined based on the terms set forth in Account Agreement. Customer agrees to promptly repay any amount erroneously credited to Account.
6. Data and Information Supplied by the Customer.
Customer shall transmit or deliver data and other information in the format provided for in Account Agreement. Customer shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. Customer acknowledges and agrees Bank shall not examine the data for correctness and that Bank shall not have any responsibility for detecting errors in the data transmitted by Customer. The data transmitted by Customer must be legible, correct, and complete. Bank shall not process, nor will Bank be liable to Customer for failure to process the data if it is not in the format specified by Bank or if the data is incomplete. Bank shall not be liable for errors or omissions caused by data that is rejected as the result of Customer’s failure to provide the data in accordance with the standards specified in Account Agreement, or applicable instructions. Customer agrees Customer shall be solely liable for, and Bank shall not have any liability whatsoever for, any data or other information that is not received by Bank or for any data or other information that is intercepted or altered by an unauthorized third party. Customer agrees that Bank has no obligation to accept any data or other information and, therefore, may reject any data or other information transmitted or delivered by Customer in connection with Account Agreement.
7. Data Review.
Customer has sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by Bank and delivered to Customer in connection with Account. Customer agrees to carefully review all records and other information provided or made available to Customer by Bank and to report any discrepancies within thirty (30) days of Customer’s receipt of the record or other information showing such discrepancies. Customer’s failure to promptly report to Bank within such specified time the existence of any discrepancies in any record or other information constitutes Customer’s acceptance of the record or other information as valid and accurate and shall preclude Customer from asserting against Bank any claims arising from or any loss caused by the discrepancy.
8. Limitations of Bank’s Liability and Obligations to Customer.
In the performance of the services required by Account Agreement, Bank shall be entitled to rely solely on the information, representations and warranties provided by Customer and Authorized Signer pursuant to Account Agreement. Except as otherwise specifically provided by law, Bank shall be responsible only for performing the services expressly provided for in Account Agreement and shall be liable only in the event of loss due to its gross negligence or willful misconduct in performing those services. In no event shall Bank have any liability for any consequential, special, incidental, punitive or indirect loss or damage which Customer may incur or suffer in connection with Account Agreement, whether or not the likelihood of such damages was known or contemplated by Bank and regardless of the legal or equitable theory of liability Customer may assert. Bank is not liable for any damages Customer may incur due to a delay in BlueVine providing Bank with any notices or information BlueVine receives from Customer. Customer agrees to indemnify and hold harmless Bank and BlueVine and to promptly pay on demand, any and all losses arising from actions taken by Bank or BlueVine in accordance with the Account Agreement. These indemnifications shall apply, without limitation, to any losses arising from the dishonor of any check or other debit item.
Without limiting the foregoing, Bank shall not be liable for and Bank 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 communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions beyond Bank’s control. To the extent allowed by law, Bank shall not be liable for and shall be excused from failing to process or any delay in processing a transfer of funds (i) if, in Bank’s sole discretion, processing a transfer would violate or contribute to the violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer, in Bank’s sole discretion, would cause it to engage in an unsafe and unsound practice. Without limiting the generality of the foregoing, in no event will Bank’s liability for any loss, cost, or liability arising from the Bank’s
gross negligence or willful misconduct exceed the average monthly charge for the Account-related services in question for the month preceding the date or loss, except as otherwise required by UCC Article 4A. Any claim, action or proceeding by Customer to enforce the terms of Account Agreement or to recover for any
Account-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. Customer agrees to cooperate with Bank in any loss recovery efforts Bank undertakes to reduce any loss or liability that arises in connection with Account. Customer acknowledges any Bank fees have been established in contemplation of: (a) these limitations on Bank’s liability; (b) Customer’s agreement to review statements, confirmations, and notices promptly and to notify Bank immediately of any discrepancies or problems; and (c) Customer’s agreement to assist Bank in any loss recovery efforts.
9. Current Day Balance Information and Current Day Transactions.
Customer acknowledges that Account information regarding the current day may change. For instance,
over-the-counter items may not be reflected and interruptions in communications can occur and Bank shall not be responsible for current day balance or current day transaction information. Customer acknowledges that Customer’s decisions based on Bank’s information on current day balances and current day transactions must take into consideration information that is known or should be known to Customer and to Authorized Signer, or Customer’s employees and not known to Bank or not reflected in the current day balance or transaction information Customer obtains from Bank.
10. Data Usage.
F. Wire Transfer Service
The following provisions apply to wire transfers Customer sends or receives through Bank.
The Uniform Commercial Code (“UCC”) includes provisions relating to wire transfers. The provisions define the following terms: funds transfer, payment order and beneficiary. The terms are used here as they are defined in Article 4A of the UCC titled “Funds Transfers” as adopted by the state whose law applies to the account for which the funds transfer service is provided. In general, a funds transfer is the process of carrying out payment orders that lead to paying a beneficiary. The payment order is the set of instructions given to bank to transfer funds. The beneficiary is the person or business who received the payment.
Subject to the terms and conditions of Account Agreement, Customer hereby authorizes Bank and Bank hereby agrees to honor, execute and charge to Account all requests made through the Website and Mobile App, by Account Owner or Authorized Signer for the wire transfer of funds.
Account Owner or Authorized Signer may submit domestic U.S. wire transfer requests via the Website or Mobile App. Wire transfer requests will not be accepted through any other medium. Incoming domestic U.S. wire transfers to Account are processed by the Bank. Wire transfer refers to the transfer of funds through the Fedwire® Funds Service of Federal Reserve Banks or other means. Wire transfer does not include transfers made through the Automated Clearing House (“ACH”) system. A fee is charged to Account for outgoing wire transfers. Information about the fee can be found below.
2. Verification of Wire Transfer Requests.
A wire transfer request will be processed only if the request complies with Bank’s security and verification procedures. A wire transfer may be initiated by Account Owner or Authorized Signer through the Mobile App. Account Owner or Authorized Signer must log into the Mobile App and pass two-factor authentication to submit a wire transfer request. Account Owner or Authorized Signer further agrees to comply with any other security procedures that Bank or BlueVine adopts now or in the future for initiation of wire transfer requests. Customer agrees that any wire transfer request, or request for amendment to or cancellation of a wire transfer request, as described below, made pursuant to Bank’s security and verification procedures, shall be conclusively deemed to be Customer’s instruction, whether or not Customer authorized the same, and Customer shall be required to pay Bank, and Bank is authorized to charge Account, for any such wire transfer.
3. Adequacy of Security and Verification Procedures.
Customer acknowledges Bank’s security and verification procedures will not detect error in the transmission or content of the wire transfer instruction and agrees to be solely responsible for the discovery and identification of any error and to advise Bank of such error as described below. Customer agrees Bank’s security and verification procedures as implemented by Bank from time to time, are commercially reasonable, and Customer shall be bound by any wire transfer instruction issued in Customer’s name and accepted by Bank in compliance with the procedures.
4. Wire Transfer Request Procedures and Accuracy.
All wire transfer requests must conform to Bank procedures, which may be amended by Bank from time to time. The procedures include the method for submitting wire transfer requests and cut-off times. Customer understands accuracy of the account/routing/transit number associated with a financial institution (“FI”) and the account number of a wire transfer recipient, i.e., the beneficiary, is critical. Customer acknowledges and agrees that Bank and beneficiary’s FI may rely solely upon the account/routing/transit number or similar identifying number Customer provided in the wire transfer request to identify (a) the beneficiary and (b) the beneficiary’s FI. Customer shall be required to pay Bank, and Bank is authorized to charge Account, for any wire transfer made by Bank at Customer’s request using such account/routing/transit number or similar identifying numbers, even if Customer identified the beneficiary or FI by name. If there is a discrepancy in Customer’s wire transfer request between the name of the beneficiary or the FI and such beneficiary’s account/routing/transit or similarly identifying number, Bank will, and is authorized to make payment on the basis of such identifying number, even if it results in a beneficiary or FI other than the one designated by the Customer by name being paid.
5. Time of Wire Transfer Request; Sufficient Funds Available.
Regardless of what time or day Customer completes a wire transfer request through the Website or Mobile App, the business hours of the Wire Transfer Department of the Bank determine when wire transfer requests are processed. The business hours and processing cut-off times appear below. The business hours and cut-off times may be amended by Bank from time to time. Wire transfer requests received on a non-business day or after hours on a business day will be handled the next business day. Bank is not required to act on the day it receives a wire transfer request if the request is received after business hours or Bank cannot reasonably execute the wire transfer request within such business hours. Bank is authorized to use any means for the transmission of funds Bank considers suitable. Bank is not required to honor wire transfer requests, unless Customer has or arranges to have in Account a balance of actually and finally collected funds sufficient to cover the amount of the wire transfer and fees to be charged to Account. If, because of circumstances beyond its control, Bank is delayed beyond the time limits appearing in this section of Account Agreement or by law in acting upon a wire transfer request, the time for acting shall be extended for the time necessary to complete the action, if Bank exercises such diligence, as circumstances require.
6. Handling of Wire Transfer Requests, Amendments, Revocations and Discrepancies.
Customer may ask Bank to amend or cancel any wire transfer or related instruction, subject to authentication using the procedures set forth above, and Bank will use its best efforts to comply with such request if the request is made at a time and in a manner that gives Bank a reasonable opportunity to act on the request before it makes the wire transfer or carries out the instruction as Customer originally requested; provided, however, Customer agrees Bank shall not be responsible and will have no liability for any loss resulting from any delay in handling or completing a wire transfer request, or for Bank’s inability for any reason to carry out a requested amendment or cancellation of a wire transfer request. If Customer asks Bank to recover funds Bank has already transferred in accordance with a wire transfer request, Bank may attempt to do so in its sole discretion, but Bank shall be under no obligation to seek recovery of any funds. If Bank grants a request to attempt to recover funds, Bank will take such action, as it deems reasonable under the circumstances, including, for example, sending a request to reverse the transfer to any FI that received such funds. In no event, however, shall Bank be deemed to have guaranteed or otherwise assured the recovery of any portion of the amount transferred, nor to have accepted responsibility for any amount transferred before Bank received and had time to act upon the request to amend or cancel the wire transfer request.
7. Duties of Bank.
The duties and responsibilities of Bank with respect to wire transfers are specifically contained in this section of Account Agreement. Bank shall exercise the same degree of care and discretion in acting upon an instruction for the wire transfer of funds as Bank would ordinarily take in the wire transfer of funds for its own account; PROVIDED, HOWEVER, BANK SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY BANK EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. Any claim for compensation by Customer must be made in writing and received by Customer
Support at 401 Warren St. Redwood City, CA 94063 within a reasonable time, not exceeding fourteen (14) days from the date of the transaction on which the claim is based.
8. Fees and Charges.
A fifteen-dollar ($15.00) fee is charged for each outgoing wire transfer request. Fees may also be assessed by the receiving and/or beneficiary financial institution(s) for a wire transfer returned for insufficient or incorrect information provided by Customer that prevented funds from being applied to the beneficiary account. The fee(s) may vary and will be deducted from the funds returned to Account by the financial institution(s) charging the fee(s).
9. Compliance with Laws.
By using wire transfer services, Customer represents it is authorized under U.S. federal, state and local laws to conduct financial transactions with Bank and Customer is not subject to sanctions by the U. S. Department of the Treasury, Office of Foreign Assets Control (OFAC). Bank vigorously enforces laws and regulations promulgated by OFAC and, in accordance with OFAC rules, Bank reserves the right to: (i) check the names of current and new Customers against OFAC’s database, and (ii) block and/or reject transactions until Bank is satisfied that Customer or any wire transfer recipient parties are not subject to OFAC sanctions.
10. Hours of Operation and Cut-Off Times.
Bank’s Wire Transfer Department is open from 8:30 AM ET to 5:00 PM ET, Monday through Friday. Outgoing wire transfer requests received before 4:00 PM ET will be processed the same business day if funds are available. Incoming wire transfers received between 8:30 AM ET and 5:00 PM ET are processed the same business day. Funds from incoming wire transfers are available the day the deposit is applied to Account. Wire transfers are not processed on weekends or Federal Reserve holidays.
11. Limitations on Transfers, Amounts and Frequency of Transactions.
The amount of funds that can be transferred per calendar day by wire transfer are subject to these limits:
|Transaction Type||Frequency and/or Dollar Limits|
|Outgoing Wire Transfer*||No limit to the number of wire transfers per calendar day; $100,000.00 per wire transfer; up to $500,000.00 per calendar month.|
G. Electronic Funds Transfer Disclosure and Special Terms and Conditions
Account number and bank routing number can be used for ACH Debits and ACH Credits (as defined in section C, captioned “General Rules Governing the Account.”, sub-section 5 “Preauthorized Transfers.”).
Note: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name associated with Account. Any such deposits received in a name other than the business name associated with Account will be returned to the originator.
1. Cut-off Time.
The cut-off time for scheduling ACH transfers is 5:30 PM ET. Any transfer scheduled after the cut-off time will be treated as if it were scheduled on the next business day.
2. Transaction Limits.
For outgoing ACH transfers originated from Account, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
ACH transfers to an external account*
|No limit to the number of payments per calendar day$100,000.00 per ACH transaction; up to $500,000.00 per calendar month.|
3. Electronic Funds Transfer Services.
The following terms are used to describe Electronic Funds Transfer (“EFT”) services. “Automated credits” or “direct deposits” are deposits made to Account by electronic means. “Automated debits” and “automated payments” indicate payments authorized by Customer to be made from Account by electronic means.
When Customer accepts direct deposits or authorize automatic payments/debits or transfers to or from Account, the following special terms and conditions apply.
4. Notice Disclosure.
Under the operating rules of the National Automated Clearing House Association (“NACHA”), which sets the rules for Account ACH transactions, we are not required to give next-day notice of receipt of an ACH item, and we will not do so. However, we will continue to notify Customer of the receipt of payments in the periodic statements.
5. Choice of Law Disclosure.
Because Account is a business account and not for personal, family or household use, these payments are not subject to the Electronic Funds Transfer Act. Customer’s rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state of Delaware as provided by the operating rules of NACHA, which are applicable to ACH transactions involving Account.
6. Types of Electronic Funds Transfers Available.
- Customer may arrange with another party to electronically deposit funds on a one-time or recurring basis directly to Account.
- Customer may authorize another party, such as a merchant, to make a one-time or recurring payment(s) using Account and bank routing numbers, directly from Account subject to the established limitations on withdrawals and transfers.
- Customer may use Card to make purchases at merchants that accept Card.
7. Direct Deposits or Automated Credits.
If Customer has arranged to have direct deposits made to Account at least once every sixty (60) days from the same person or company, call Customer Support to find out if the deposit has been made.
8. How to Stop Payment of Preauthorized Transfers.
A scheduled one-time preauthorized transfer, over the phone or recurring preauthorized transfers using a written authorization form, may be stopped as follows:
To permanently revoke a recurring preauthorized electronic transfer, Customer will need to first send written instructions to the originating third party to cancel such preauthorized transfer.
If Customer authorized a one-time, or recurring payments from Account, such payments may be stopped by calling or emailing Customer Support. If a permanent stop payment order is required, the stop payment request must be received in writing as explained below.
Stop payment requests must include Account number, name of the payee, amount
of the item to be stopped, and date payment was scheduled to be made. Customer must indicate if its intention is to stop only one instance, or more than one instance. The request needs to be received by us three (3) or more business days before the payment is scheduled to be made. If the request is made by telephone, email or through the Website or Mobile App, we may also require Customer to put its request in writing and ensure it is received by us within fourteen (14) days after calling or leaving an electronic message.
Additionally, to permanently revoke a recurring preauthorized electronic transfer, Customer will need to first send written instructions to the originating third party to cancel the applicable preauthorized transfer. We may ask Customer to provide us with a copy of the letter to the originating third party and sign an affidavit.
We will only be liable for actual proven damages if the failure to stop such transaction resulted from a bona fide error on our part. If we pay a preauthorized transfer over a valid and timely stop order, we may re-credit Account. If we do this, Customer agrees to sign a statement describing the dispute with the payee. Customer agrees to
transfer to us all its rights against the payee. In addition, Customer agrees to assist us in any legal action taken against the payee.
9. Disputing Transactions.
In the case of a discrepancy or questions about electronic transaction(s), call or email Customer Support as soon as possible.
Customer must call Customer Support by 2:30 PM ET in order to return any
non-consumer ACH Debit entry. If we are not timely notified of an unauthorized non-consumer ACH Debit entry, we will not be able to return the item without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between Customer and the originator of the entry.
H. Check Service
The following terms apply to physical or paper checks (“Check Service”). Customer must order checkbook supplies as described in below. Customer acknowledges and agrees that funds accessible through the Check Service are limited to the available funds of Account. Each time Customer writes and presents a check as payment, Customer authorizes us to reduce the value available in Account by the amount of the check and any applicable fees. Checks written against the Account reduce the balance of Account when they are submitted to us for payment and we post them to Account. Checks may only be issued and signed by the Account Owner or Authorized Signer. Customer agrees to safeguard blank and cancelled checks and also agrees to notify Bank immediately in the event a check(s) is lost or stolen.
1. Check Processing.
The Bank is not required to honor special instructions on the face of any check or in any conditional endorsement of the check (including instructions that a check is void if over a certain amount or after a certain amount of days has passed).
The Bank may but does not have to refuse to process a check if Customer does not fill in all blanks on the check correctly and clearly. The Bank may process, but is not obligated to process, any check that is more than six months old.
The format and encoding appearing on the paper check must adhere to our specification requirements, and we may reject any paper checks that do not conform. Paper checks must include the routing number 031101114.
In accordance with reasonable banking standards, most checks and other items presented to Bank for payment are processed through automated processing and, except in limited circumstances and subject to such reasonable sampling procedures as we establish at our discretion, most items are not individually examined to verify the signature to verify that the item is otherwise properly payable. Customer agrees we act within reasonable banking standards by processing most checks and other items through automated processing systems. Bank is also not responsible for reviewing Customer’s checks for multiple signatures. We do not support multiple signature requirements, and we may act only on the authority of Account Owner or Authorized Signer.
Bank does not have any obligation to honor facsimile signatures on Customer’s checks. If Bank agrees to honor items containing facsimile signatures, Customer authorizes us to charge Customer for all checks drawn on us bearing such facsimile signatures. Customer provides this authority to Bank regardless of the person or means that affixed the facsimile signature. Customer agrees to notify Bank immediately in the event Customer suspects a facsimile signature has been misused. Bank is not legally responsible to Customer for failing to detect a forgery of a signature on, or an alteration of, any check if the forgery or alteration is not apparent from the face of the check.
3. Stop Payment Orders.
If Customer has made a payment using the Check Service, and a check is outstanding, Bank may be able to stop payment for the payment of the item if Customer calls or emails Customer Support Verbal stop payment requests will be honored for fourteen (14) days. A written or oral request to stop payment on a check payment will also be honored for six (6) months. The
request will expire following this period, but Customer may renew a stop payment request for an additional six (6) months provided the renewal request is received in writing prior to the expiration of the initial six (6) month period.
All stop payment requests must include all of the following information: Account number, check number, name of the payee, and date and amount of the check. Customer must review the request for accuracy.
If we have already paid the check in question, it is not possible to stop payment of the item. If Customer initiates a stop payment request and we incur damages or expenses because of the stop payment, Customer agrees to indemnify us for all damages and expenses incurred, including attorneys’ fees. Customer further agrees to cooperate with us regarding any legal action resulting from a stopped payment.
If Customer orders us to stop payment on any check according to the requirements above and we fail to do so, we will be liable to Customer for any proven loss or damages, unless:
- Customer failed to give us enough information, proper instructions or sufficient time to act on the stop-payment; or
- We do not receive written confirmation of Customer’s telephone or electronic message request to stop payment within fourteen (14) calendar days, and the check processing occurs after the fourteenth (14) calendar day.
In any case, we will only be liable for actual proven damages if the failure to stop such transaction(s) resulted from a bona fide error on our part. If we pay a check over a valid and timely stop order, we may re-credit Account. If we do this, Customer agrees to sign a statement describing the dispute with the payee. Customer agrees to transfer to us all its rights against the payee.
If Customer stops payment on a check, Customer may still be legally responsible to the payee.
I. Arbitration and Waiver of Jury Trial
This Arbitration Clause sets forth the procedures for resolving a Claim under this Agreement. As used in this Arbitration Clause, a “Claim” is any preexisting, present or future claim, dispute, or controversy between you and us arising out of or relating directly or indirectly in any way to this Agreement. The term “Claim” has a very broad meaning and includes, by way of example and not limitation, disputes concerning: (i) the acquisition, use, or balance of your Account; (ii) advertisements, promotions or oral or written statements related to the Account (iii) a dispute based on a federal or state statute or local ordinance; (iv) data breach or privacy claims arising from or relating directly or indirectly to the disclosure by us of any non-public personal information about you; and (v) the relationships between you and us arising from this Agreement or any of the foregoing. Notwithstanding the foregoing, a “Claim” does not include (i) the exercising of any self-help or non-judicial remedies by you or us, meaning actions you or we can take that do not involve court action. Examples of this include setoff rights or enforcement of our security interest in your Account, (ii) disputes regarding a person’s authority to act on your Account and disputes regarding ownership of funds and other legal matters dealing with “legal process” or “legal proceedings and disputes”; and (iii) obtaining provisional or ancillary remedies including, but not limited to, attachment, garnishment, interpleader or the appointment of a receiver by a court of appropriate jurisdiction.
This Arbitration Clause provides that all Claims shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration, unless excepted or opted out in accordance with the terms below.
By not opting out according to the terms below, you acknowledge that:
- YOU AND WE WILL BE BOUND BY THIS CLAUSE TO ARBITRATE ANY CLAIM IF YOU OR WE ELECT ARBITRATION, UNLESS THE CLAIM IS BROUGHT IN OR REMOVED TO SMALL-CLAIMS COURT PURSUANT TO THIS ARBITRATION CLAUSE;
- NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE; AND
- YOU AND WE WILL NOT BE ABLE TO BRING OR BE A CLASS MEMBER IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION (“Class Action Waiver”).
Arbitration: In arbitration, a neutral third-party arbitrator resolves Claims on an individual basis. Arbitrations under this Arbitration Clause will be made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. 1-16). An arbitration of a Claim will be conducted by the American Arbitration Association (“AAA”) under its rules; if AAA cannot serve and we do not agree on an alternative arbitrator, a court with jurisdiction will select the arbitrator. For a copy of AAA procedures, to file a Claim, or for other information about this organization, contact AAA at 120 Broadway, Floor 21, New York, NY 10271, (1-800-778-7879), www.adr.org. We will pay the initial filing fee to commence arbitration and other fees we are required to pay by the AAA Rules, and any arbitration hearing that you attend shall take place in the federal judicial district of your residence. The arbitrator’s award shall be binding and final, except for any appeal rights under the FAA. Judgment on the arbitration award may be entered in any court having jurisdiction.
Alternative for Individual Claims: This Arbitration Clause does not affect your or our right to pursue individual Claims in small claims court (or your state’s equivalent court) if the court has jurisdiction over the dispute and the dispute remains in that court. If a party brings a Claim in arbitration, the other party may remove the Claim to small-claims court if the amount in controversy (exclusive of attorneys’ fees and costs if applicable law so provides) is properly within the jurisdiction of a small-claims court. The opposing party must provide notice of intent to remove to small-claims court within 30 days of receiving an arbitration demand from the other party. In any event, if the Claim is removed, appealed or transferred from small-claims court to another court, it shall be subject to arbitration at the election of either party.
Enforceability: All disputes as to the scope, enforceability and validity of this Arbitration Clause shall be made exclusively by a court of competent jurisdiction.
Process: Before bringing a Claim in court or in arbitration, the complaining party must give the other party written notice of the Claim. If you are the complaining party, you must send the notice in writing (and not electronically) to our Address. You or your representative must sign the notice and must explain the nature of the Claim and any supporting information, such as your Account number and a contact information where you (or your representative) can be reached. If we bring a Claim, we will send a letter to you using the information we have on file for you. The receiving party will have 30 days to respond to the demand.
Opting out: If you do not wish to be bound by this Arbitration Clause, you must mail us a signed notice within 45 calendar days after you acquire or open the Account to our Address. We will need your name, address, telephone number and Account number. State that you “opt out” of arbitration. Opting out will not affect the other provisions of this Agreement. By opting out, you will have all options available under law to raise a dispute or Claim.
Survival: This Arbitration Clause shall survive: (i) termination of the Agreement by either party; (ii) the bankruptcy of any party; (iii) any transfer, sale or assignment, or any amounts owed on your Account, to any other person or entity; or (iv) closing of the Account. If any portion of this Arbitration Clause is deemed invalid or unenforceable, the remaining portions shall remain in force, except that: (A) If the Class Action Waiver is declared unenforceable in a proceeding between you and us with respect to a Claim that does not seek public injunctive relief, and that determination becomes final after all appeals have been exhausted, this entire Arbitration Clause (except for this sentence) shall be null and void in such proceeding; and (B) If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in this Arbitration Clause prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim, and that determination becomes final after all appeals have been exhausted, the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for class-wide or public injunctive relief be arbitrated.
J. Schedule of Fees
All fee amounts will be withdrawn from Account and will be assessed as long as there is a remaining balance in Account except where prohibited by law. Any time the remaining balance is less than the fee amount being assessed, the balance of Account will be applied to the fee amount resulting in a zero balance on Account.
|Fee Description||Fee Amount and Frequency|
|Outgoing Wire Transfer Fee||$15.00 per wire transfer|
|Card Replacement – Express Shipping||$30.00 per shipment (1 – 2 business days)|
K. Mobile Check Deposit
1. Description of Service and Consent.
Mobile check deposit (“Mobile Deposit”) gives Customer the ability to make deposits to Account remotely by using Mobile App to take legible pictures of the front and back of the negotiable check(s) and transmitting images of such instruments to us in compliance with our requirements (“Check Image(s)”). If the Check Image is accepted for deposit, BlueVine will electronically confirm its receipt of the item (“Electronic Notice”). The Bank will then attempt to collect the item by presenting the image or converting the images into a digital representation of the original check (“Substitute Check”). Unlike traditional check deposits, Customer will retain the original paper check when using Mobile Deposit in accordance with the retention requirements appearing in sub-section 9 below, captioned “Retention of Original Check.” The manner by which Substitute Checks are cleared, presented for payment and deposited will be determined by Bank, in our sole discretion. BlueVine, acting as agent of Bank, may change, modify, add or remove functionality from Mobile Deposit at any time, with or without notice to Customer, excluding fee changes.
2. Mobile Deposit Eligibility; Termination of Account Relationship.
BlueVine, acting as agent of Bank, will determine whether Customer is eligible for Mobile Deposit feature at its discretion or at the request of Bank. BlueVine may suspend or terminate use of Mobile Deposit at any time and without prior notice to Customer. If Customer violates the terms of Mobile Deposit, such actions may be used as basis to close Account.
3. Mobile Deposit Technical Requirements.
In order to use Mobile Deposit, Customer must have an iOS or Android smartphone capable of installing and running the Mobile App (see relevant app store details for specific hardware and OS requirements) that is additionally equipped with a camera capable of taking photos with at least the resolution of 1600 x 1200 pixels (2 Megapixels).
There is no fee for depositing a check using Mobile Deposit. In the event a check deposited by Mobile Deposit is returned by the bank upon which it was drawn (for any reason), there is also no fee charged by Bank. Please note: Mobile carriers may charge for sending and receiving data to upload Check Images using the Mobile App. Customer is advised to consult any applicable mobile service agreement(s) for details on applicable fees.
5. Mobile Deposit Limits and Availability of Funds.
Limits may be imposed on the dollar amount and the number of deposits Customer can make through Mobile Deposit. The following Mobile Deposit limits apply, and such limits may change at any time at our discretion:
|Transaction Type||Frequency and/or Dollar Limits|
|No limit to the number of checks per calendar day.Up to $10,000.00 per 30 day period*|
At the time deposit a check through Mobile Deposit, you will be told when the funds from the check will be available.
Delays May Apply
Funds you deposit by check may be delayed for a longer period under the following circumstances:
- We believe a check you deposit will not be paid.
- You or we redeposit a check that has been returned unpaid.
- There is an emergency, such as failure of computer or communications equipment.
- You have a new account.(see below)
- Your average balance has dropped significantly.
- We have suspected fraud in your account.
- Your account recently incurred a negative balance.
Special Rules for New Accounts.
Hold periods may be longer for new accounts. You shall be considered an owner of a new account in any of the following circumstances:
- You recently opened an account with BlueVine and the Bank (generally within the last 30 days).
- You have short activity history with BlueVine and the Bank.
- You have a low mobile check deposit history with BlueVine and the Bank.
6. Prohibited Checks.
We may decline to accept any Check Image submitted through Mobile Deposit at our sole discretion. Customer agrees not to capture the image of and attempt to deposit any of the following:
- Checks payable to any person or entity other than the business registered to Account (i.e., third party checks);
- Checks payable jointly to the business and any other person(s) or business (i.e., made out to ABC Company *and* John Smith);
- Checks containing alterations, illegible items, fraudulent checks, or checks Customer should have known or have reason to believe were fraudulent;
- Checks that have been previously deposited at another institution via physical item, image, or electronic funds transfers;
- Checks from financial institutions located outside the United States;
- Checks not payable in U.S. dollars;
- Checks that are more than six (6) months old (i.e., stale-dated);
- Checks that are post-dated (i.e., payable on a date in the future);
- Substitute Checks;
- Remotely created checks (a check created by a merchant with a buyer’s checking account number on it, but without the buyer’s original signature);
- Travelers checks and savings bonds;
- Non-negotiable instruments, such as promissory notes; or
- Starter checks or counter checks (checks from a teller window).
7. Third-Party Checks.
Third-party checks deposited through Mobile Deposit may be rejected. All Check Images submitted for deposit must be payable to the business associated with Account and not to a third-party. In the event a third-party Check Image is received, we may refuse to process the deposit (a return of the check, if any, will appear in the form of a Substitute Check). Neither BlueVine nor Bank will be liable for any Substitute Checks that become lost in the mail.
Both BlueVine and Bank reserve the right to reject a Mobile Deposit if it is made payable to Bank and contains no means to identify the account to which it should be credited.
8. Receipt of Check.
Neither BlueVine nor Bank is responsible for Check Images not received or dropped during transmission. A Check Image will be deemed received only when BlueVine provides Customer with Electronic Notice confirming receipt of the Check Image. After receipt of the Check Image is confirmed, the Check Image will be subject to review before it is submitted for deposit and may still be rejected for any reason at the discretion of BlueVine and/or Bank. An Electronic Notice confirmation is not a representation, warranty or other indication that the Check Image will be presented for payment, accepted for deposit, or will be honored by any collecting or paying bank. If BlueVine or Bank rejects a Check Image received through Mobile Deposit, Customer may contact the
individual or company who issued the check to request a new or reissued check be provided to Customer. If Customer re-submits the original check for processing, BlueVine and Bank reserve the right to refuse it and may instead require the check be reissued.
9. Retention of Original Check.
Once funds from the Check Image have been credited to Account, Customer must mark the original paper check as “VOID” and retain it for sixty (60) days. Customer may not present the original check, or any Substitute Check created from the original check for payment at any other financial institution. During this sixty (60) day period, Customer must store the original paper check securely using precautions at least as secure as those Customer would use to protect a blank check. Customer must make the original paper check available to BlueVine or Bank for review at any time during this sixty (60) day period as necessary to facilitate the clearing and deposit process, to address third-party claims, or for our own audit purposes. Should Customer fail to produce the original paper check, Customer authorizes BlueVine or Bank to deduct the amount of the check in question from Account, regardless of whether such action may cause Account to not have sufficient funds.
Immediately after the sixty (60) day period, Customer must destroy the original paper check.
Customer will endorse any check or other item submitted for deposit exactly as it was made payable. Customer warrants that all endorsements on items deposited into Account are genuine. The endorsement must be placed in the one-inch area starting at the left side of the back of an item and the remaining area on the back of the item may not contain any preprinted, stamped or handwritten information. If Customer fails to do this, Customer may be required to reimburse BlueVine or Bank for losses incurred. For any check deposited as a Check Image through Mobile Deposit, Customer must endorse the check by signing or stamping the back and writing “for mobile deposit only at Coastal Community Bank, Member FDIC, Account #XXXXXXXXXXXX” or as otherwise instructed by BlueVine before a picture is taken of the check. In the absence of an endorsement, Customer authorizes BlueVine or Bank to supply any missing endorsements if items are made payable to Customer or the order of Customer and Customer has not endorsed them.
L. Funds Availability Policy
Information contained in this section is to assist Customer in understanding our Funds Availability Policy for all deposits except Mobile Check Deposits. All deposits are processed at a Bank processing facility.
1. General Policy.
The Bank’s policy is to review each deposit and determine how the funds are being deposited. We make the funds available according to the type of deposit and when the funds are applied, or credited, to Account. Some types of deposits may not be available for immediate use. When we delay the availability of funds or place a hold on a deposit made to Account, those funds may not be withdrawn, and we will not use them to pay any checks or other debits, such as ACH withdrawals or wire transfers, during the hold period. We have the right to refuse any deposit. If final payment is not received on any item Customer deposits to Account, or if any direct deposit, ACH deposit or electronic fund transfer to Account is returned to us for any reason, Customer agrees to pay us the amount of the returned item plus any fee in accordance with our Schedule of Fees, contained herein.
The length of delay in the availability of funds varies depending on the type of deposit. Special rules may apply to a new Account.
3. Business Days and Banking Days.
The length of delay in the availability of funds is counted in business days from the day Customer’s deposit is applied to Account. For purposes of determining the availability of Customer’s deposits, every day is a “business day” except Saturday, Sunday, and federal holidays. A “banking day” is any business day (up to Bank’s cut-off hour) when we are open for substantially all banking activities.
4. Same-Day Availability.
Funds from wire transfers, online transfers between accounts at Bank (both accounts must be at Bank), preauthorized electronic payments such as payroll direct deposits, or other preauthorized electronic payments received through the Automated Clearing House network (ACH) will be available on the day the deposit is applied to Account. Funds from Customer-initiated electronic payments will be applied to Account when Bank
has verified the external account and received payment in collected funds. Once the funds are applied to Account, they will have same-day availability.
M. Interest Earned on Account
Interest earned on Account shall be detailed on the following webpage:
https://www.bluevine.com/checking-interest/ . The webpage is considered a part of this Account Agreement.
2. Subject to Change.
The interest payable on interest-bearing accounts and the methods used to calculate interest are subject to change from time to time, and Customer will be given notice of any of these changes in accordance with applicable law.
Interest begins to accrue for a Qualifying Account on the business day we receive credit for the deposit. For cash, wire transfers, and electronic direct deposits, interest begins to accrue on the business day of the deposit. We use the daily balance method for calculating interest. This method applies a daily periodic rate to the balance in the Qualifying Account each day for which Qualifying Account status is maintained, which is based on its balance (also called your present or ledger balance). We reserve the right not to pay interest on any deposited item that is returned to us unpaid.
3. Interest Calculation.
Interest is calculated as simple interest daily and credited monthly. Interest is computed on a calendar year basis. We pay interest only in whole cents. Therefore, at the end of each monthly interest payment period, any fractional amount of interest less than half of one cent will be rounded down and any fractional amount of interest equal to half of one cent or more will be rounded up to the next whole cent. If Customer closes Account before interest has been credited to Account on the regular interest payment date for Account, no interest for the final interest payment period will be paid for that period.
This Account Agreement is effective 03/2021
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