Please read this Invoice2go Money Deposit Account Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions and disclosures related to the non-interest bearing demand deposit account (the “Account”) made available to eligible businesses by Blue Ridge Bank, N.A. (the “Bank”), a member of the Federal Deposit Insurance Corporation (“FDIC”).
When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, and any of the Bank’s affiliates, successors, assignees, agents, or 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 Account with us, you agree to be bound by this Agreement as well as any other agreement or document we may provide to you from time to time in connection with the Account.
IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 7 OF THIS AGREEMENT.
Section 1: Account Overview
- Third-Party Service Providers
- 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 Invoice2go. The best way to contact us is through email at email@example.com. You may also contact us via live chat in the Invoice2go mobile application administered by Invoice2go (the “Invoice2go Money App”), Sunday through Friday (excluding Christmas Day).
- Type of Account and Eligibility
The Account is a non-interest-bearing non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. 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 United States and its territories. Other eligibility requirements may apply. You agree that you will only use the Account for business purposes and that you will not use the Account for any personal, family or household purposes.
We may decline to open an Account or decide to close an Account for any reason at the sole discretion of the Bank or Invoice2go. Neither we nor the Service Providers are liable for any damages or liabilities resulting from refusal of an Account relationship or our decision to close your account.
- Transaction Security Limit Assignment
Your Account is subject to security-related transaction limits. You grant to us the right to impose limits on the amount of money sent and received, on a per transaction or a cumulative basis, and to change those limits at any time, without prior notice to you.
When you open an Account, you will be assigned to one of three tiers: Tier 3, Tier 2, or Tier 1. The tier to which you are assigned determines which transaction limits will apply to your Account. Your assigned tier will affect the transaction limits described in Sections 3.1 and 3.5, as well as funds availability for use of ACH Origination Services as described in Section 3.2 and Section 5.
Your assignment is based on, among other things, various risk-based factors related to your business, your Account, and transaction history. We will inform you of your assigned Account level at the time your Account is opened. We may also reevaluate your Account from time to time, which may result in your Account being assigned to a new tier. We will notify you if your security-related tier assignment changes.
- Online or Mobile Access to Your Account
When you open an Account, you will also enroll in an online business banking service or the Invoice2go Money App (collectively, “Invoice2go Money App”) 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 Invoice2go Money that are separate from your Account.
Unless otherwise specified in this Agreement, services provided by Invoice2go, including the Invoice2go Money App (collectively, the “Invoice2go Services”), are governed by Invoice2go’s Terms of Service and Privacy Notice available at https://Invoice2go.com. Please review these documents carefully because by using Invoice2go Money, 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.
In the event of any inconsistency between this Agreement and the Invoice2go Terms of Service and Privacy Notice, this Agreement will govern the relationship between you and the Bank, and the Invoice2go Terms of Service will govern the relationship between you and Invoice2go.
- 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 send you in connection with your Account by agreeing to Invoice2go’s Electronic Disclosure and Consent agreement, https://invoice2go.com/electronic-disclosure-consent.
- 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. You are solely responsible for any and all actions taken on your Account. By establishing an Authorized User, you understand that any transaction authorization, instruction, or any other action concerning your Account that your Authorized User engages in shall be deemed valid and authorized by you and we and our Service Providers are under no obligation to investigate the authorization, instruction, or activity. You also agree that you will not hold us or our Service Providers 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 firstname.lastname@example.org. We also reserve the right to terminate your Authorized User’s access to the Account for any reason.
- How To Open an Account
You will be able to open an Account through Invoice2go Money by following the prompts to set up an Account.
Any person completing the Account opening process or otherwise completing any Account opening requirements represents and agrees that they:
- Are authorized to execute all documents or otherwise complete our or our Service Providers’ requirements in their stated capacity;
- Have furnished all documents or other information necessary to demonstrate that authority;
- Will furnish other documents and complete other requirements as we or our Service Providers may request from them; and
- Certify that, to the best of his or her knowledge, all information provided to us or our Service Providers, including information concerning beneficial owners, is complete and accurate.
We or our Service Providers may refuse to recognize any resolution or document affecting the Account that appears to us to be incomplete, improperly executed, or fraudulent.
If you are an individual using or opening an account on behalf of another, whether a natural person (“Individual”) or legal non-natural person or entity (“Organization”), then you are binding the Individual or Organization to this Agreement and represent and warrant that you have full power and authority to do so.
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 or our Service Providers will ask for information that allows us or our Service Providers to identify you. We or our Service Providers may ask for a driver’s license or other identifying documents for your business, Authorized Users, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.
We reserve the right to refuse to allow you to use an Account if we are unable to obtain or verify information relating to your identity or financial condition. Notwithstanding any steps that we take to verify the information provided to us or our Service Providers, you represent and warrant that all information you provide is complete, truthful, accurate, and up-to-date.
No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that: (a) You are not located in a country that is subject to U.S. Government sanctions, including the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria, or other U.S. Government embargoes, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; (b) you are not listed on any U.S. Government list of prohibited or restricted parties; and (c) you will not use any the Account or any services provided by us or our Service Providers to facilitate payments, either directly or indirectly, to a sanctioned country, person, group or entity.
- 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.
- Interest Disclosures
Your Account is not interest-bearing. No interest will be paid on your 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 provided 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 or our Service Providers take in reliance upon the instructions, items or documents provided by an authorized agent unless you have previously informed us or our Service Providers that you have revoked such person’s authority to access or use your Account by email and we have confirmed our acceptance of your notice.
- 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 (2) 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 improperly executed.
- Death or Incapacitation
You agree that if we receive notification or if we have reason to believe that you or any Authorized User has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your heir, devisee or successor. Until we 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 and our Service Providers 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.
- Our Relationship with You
By opening an Account, we are establishing an Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the Commonwealth of Virginia. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us or our Service Providers.
- Cell Phone Communications
By providing us or our Service Providers with your cellular phone or other wireless device number, you are expressly consenting to receiving non-marketing communications at that number—including but not limited to prerecorded or artificial voice message calls and text messages—from us and our affiliates and agents or Service Providers This consent applies to all telephone numbers you provide to us or our Service Providers now or in the future. Your telephone or mobile service provider may charge you for these calls or messages. You also agree that we or our Service Providers may record or monitor any communications for quality control and training purposes.
- Our Business Days
Our business days are Monday through Friday, excluding U.S. federal holidays.
Section 2: Your Account Responsibilities
We strive to keep your Account secure and provide you with tools and services to help you manage your Account. However, there are certain things you should do to protect your Account and your funds.
- 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.
- Keep Track of Your Transactions and Available Balance
It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.
You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to Sections 3.10, 4.4, and 4.5 for information concerning errors and unauthorized activity.
- Protect Your Account Information
You are solely responsible for maintaining the confidentiality of your login credentials for your Account and Invoice2go Money App. It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number, debit card, ATM card and statements always secure, and be careful about who you share this information with. If Invoice2go provides you with access to the Invoice2go Money App, make sure to also keep your computer or mobile device secure with updated software and avoid accessing the Invoice2go Money App when others can see your screen.
You acknowledge that if you or anyone authorized to use your Account or Invoice2go Money App allow a person to gain access to your login credentials, you are authorizing that person to use the Account or Invoice2go Money App and you will be solely responsible for all actions or transactions that result from such access even if you did not want the transactions performed.
You acknowledge and agree that our and our Service Providers’ security procedures are a commercially reasonable method of verifying your identity and instructions, providing security against unauthorized instructions and fraud, and protecting your Account.
If your Account number, debit card, ATM card, mobile device or Invoice2go Money App login credentials are lost or stolen, you should notify us or Invoice2go immediately to keep your losses to a minimum. Please refer to Section 4.4 for information and applicable deadlines for notifying us of losses or theft.
Section 3: General Rules Governing Your Account
You understand that any payment instruction or activity performed using the Invoice2go Money App shall be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity. To the extent allowed by law, you agree to be bound by all payment instructions or activity initiated in compliance with our and the Service Providers’ security procedures and this Agreement, whether or not authorized. You agree that you will be liable for all payments and activity resulting from the theft, loss, compromise, or unauthorized use of the Invoice2go Money App.
- Deposits Into Your Account
You may make deposits into your Account using any of these methods described below. We do not charge you any fees for making deposits.
|Deposit Method||Limitations for Your Account|
|Direct deposits*(ACH credits to your Account originated by another financial institution)||No limit|
|Direct payments/ACH debits via ACH Origination Service (see Section 5)(ex. deposits resulting from Invoice2go Money payment requests initiated from your Account) And ACH transfers to your Account from a linked bank account with another institution**||All account levels: No limit to the number of payments per day|
Tier 3: $1,000/day; $5,000/month
Tier 2: $5,000/day; $20,000/month
Tier 1: $20,000/day; $50,000/month
|Cash deposit at in-network ATM||$1,000/transaction|
You can use your debit card to make deposits at in-network ATMs. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.
** You may transfer funds between your Account and another bank account. The linked bank account must be in the United States.
You understand and agree that, 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 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, 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 encumbrance.
For more information about deposits and when funds from a deposit will be made available to you, please refer to Section 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 cutoff time". If you make a deposit before our cutoff 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 cutoff time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.
|If you make a deposit via…||The cut-off time is…||And those funds are available…|
|Direct deposits(ACH credits to your Account originated at another financial institution)||3:00 PM ET||Same business day|
|Direct payment/ACH debit via ACH Origination Service(ex. deposits resulting from Invoice2go Money payment requests initiated from your Account)||3:00 PM ET||Tier 3: Three (3) business days after date of origination|
Tier 2: Three (3) business days after date of origination
Tier 1: Next business day after date of origination
|ACH transfers to your Account from a Linked Bank Account with another institution||3:00 PM ET||Next business day|
|Cash deposit at in-network ATM||3:00 PM ET||Next business day|
- ACH Credit Transactions and UCC Article 4A
Credit given by us to you 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 from you 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 Account statements.
We may accept on your behalf payments to your Account which have been transmitted through one or more Automated Clearing Houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, unless otherwise specified in a separate agreement that the law of some other state shall govern.
- 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 from your Account 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.
- 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.
|Withdrawal Method||Limitations for Your Account|
|ACH transfers from your Account to another bank account via ACH Origination Service* And ACH transfers from your Account to a Linked Bank Account at another institution*||All Account Levels: No limit to the number of payments per day|
Tier 3: $1,000/day; $5,000/month
Tier 2: $5,000/day; $20,000/month
Tier 1: $10,000/day; $50,000/month
|ACH transfers to a merchant or other third party you authorize to withdraw from your Account using your routing and account number||No limits|
|Purchases or other POS transactions using your debit card at merchants that have agreed to accept that card||Tier 3: $2,500/day|
Tier 2: $5,000/day
Tier 1: $10,000/day
|ATM withdrawals using your debit card or ATM card||Tier 3: $250/day|
Tier 2: $500/day
Tier 1: $1,000/day
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.
- Transfers to 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 to make outbound ACH transfers between the Linked Bank Account and your Account through Invoice2go Money. 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 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 outbound transfers is 3pm ET on a business day. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day that we are open.
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 and our Service Providers 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.
- 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.
- How We Post Transactions to Your Account and Determine Your Available Balance
- Posting Overview
To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:
- Credit and debit – A credit increases your balance and a debit decreases your balance.
- Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.
- Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.
- Card authorization and settlement – When you use a debit card to make a purchase, the transaction occurs in two steps: card authorization and settlement. Card authorizations reduce your Available Balance, but not your ledger balance. Settlement reduces both your Available Balance and your ledger balance. Card authorizations are removed when settlement occurs or after a certain number of days have passed, whichever is sooner. Please see Section 3.8.4 for more information about card authorizations and settlement/
- Posting Order
We receive transactions throughout the day and post them to your Account as they are received and in the order that they are received. Note that for debit card transactions, we consider the transaction received when the merchant requests settlement, which may occur several days after you authorize the transaction. See Section 3.8.4 for additional information concerning how debit card transactions are processed.
We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.
- Determining Your Available Balance
To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract any card authorizations and pending debits. All transactions are debited or credited from your Available Balance in the order received.
You can check your Available Balance through the Invoice2go Money app by navigating to Account & settings -> Client payment options -> Invoice2go Money. 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.
- Debit Card Authorizations
If you are issued a debit card with your Account, you will be able to use your card to pay for goods or services or conduct other transactions with a merchant. When you engage in a transaction with a merchant using your debit card, the merchant will request preauthorization (“card authorization”) for the transaction. If there are sufficient available funds in your Account, we will approve the request and reduce your Available Balance for as long as the card authorization remains on your Account.
Your Available Balance will generally be reduced by the amount of the card authorization.
The card authorization will remain on your Account until the merchant sends us the final amount of the transaction and requests payment (“Settlement”). In most cases, if the merchant does not request Settlement, or the merchant is delayed in requesting Settlement, the card authorization will automatically be removed after three (3) days. However, certain merchants such as hotels may hold for a period of up to seven (7) days.
It is important to understand that the merchant controls the timing of card authorizations or Settlement. A merchant may request Settlement after the card authorization has been removed from your Account. This means that if you use the funds in your Account after the card authorization has been removed and the merchant later requests Settlement, your Account may become overdrawn. A merchant may also request Settlement for an amount that is different than the card authorization. Therefore, it is important that you keep track of your transactions and your balance. Once we have approved a card authorization, we cannot stop the transaction and you will be responsible for repaying any negative balance that may occur.
Statements will periodically be provided to you through Invoice2go Money if your Account is not inactive. You will receive a statement monthly if 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.
- 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 4.5 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.
- 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.
- 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, or suspend or disable any service or feature of your Account, at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us, if multiple transactions are returned on your Account, or if you otherwise present undue risk to us. We are not responsible to you for any damages you may suffer because of the closure or suspension of your Account.
If your Account is closed, we will return any funds you may have in the Account to you by ACH transfer to another bank account or by paper check. 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).
- 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 or the Service Providers about your Account or otherwise shown an interest in your Account within the period 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 simply by 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 before transactions are permitted. Contact us by email at firstname.lastname@example.org to inquire about reactivating your Account.
- Account Fees and Fee Schedule
We reserve the right to charge fees and will provide you with advance notice of any charges where required by law.
Section 4: Electronic Fund Transfers
Your Account allows you to withdraw funds up to the Available Balance or make deposits through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers, debit 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 Invoice2go Money 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 Invoice2go.
- Types of EFTs Supported by Your Account
Your Account allows the following types of EFTs:
- Direct deposits from a third party or other source of income
- ACH originations (as described in Section 5 below)
- Transfers to or from your Account to a merchant or other third party by providing a trusted third party with your Account routing number and account number
- Purchases or other POS transactions using your debit card at merchants that have agreed to accept that card
- ATM deposits or withdrawals using your debit card
- Limitations on EFTs
There are limitations on the frequency and number 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 ACH transfers originated from your Account, please refer to Section 5. 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.
- 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 Invoice2go Money. You may also contact us by email at email@example.com 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.
- Preauthorized Transfers, Stop Payments and Notices of Varying Amounts
If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a Preauthorized Transfer. You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal.
- 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
- Notices of Varying Amounts
If these regular payments vary in amount, the person or company you are paying should 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.
- Questions About Your EFTs and Reporting Errors or Unauthorized EFTs
You may contact us with questions concerning EFTs that occur on your Account. For card-related transactions, contact us at 1-833-333-0417; for all other transactions, email us at email@example.com.
You may also contact us using this method 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 number or Invoice2go Money login credentials have been lost, stolen, or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:
- Your name and Account number.
- A description of the error or the EFT you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
- The dollar amount of the suspected error.
- If you tell us orally, we may require that you send us your complaint or question in writing by email within ten (10) business days.
After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.
- Our Liability for a Failure to Complete A Transaction or Unauthorized Transactions
We will respond to notices of errors or unauthorized EFTs 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.
In addition, we are not liable for any losses you may incur in any of the following circumstances:
- If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
- If the failure is due to an equipment or system breakdown, such as a problem with Invoice2go Money App 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 process.
- If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
- If your Account is closed or inactive.
- There may be additional exceptions stated in our or Unit’s agreements with you or permitted by law.
Section 5: ACH Origination Service
- Description of ACH Origination Service
The ACH Origination Service allows you to create and/or send a NACHA formatted file on your behalf to execute the transfer of funds to/from another financial institution to disburse/concentrate funds or to make payments/collect funds to/from another party via the System. All transactions executed through the ACH Origination Service described above will be collectively known as (“ACH transactions”). The ACH Origination Service is only accessible through Invoice2go Money. 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 3.6).
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”).
- 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 two (2) days after such business day, and (iii) the Federal Reserve is open for business on such business day. A “business day” is a day in which the Federal Reserve Bank is opened to the public for carrying on substantially all 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.
- 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 Transactions.
- Security Procedures
Our security procedures or security requirements are integrated into Invoice2go Money, 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 Invoice2go Money.
- 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 (defined below) 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.
- 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 3.5 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 Invoice2go Money: CCD and WEB.
- 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 date of settlement (“Settlement Date”) immediately available funds sufficient to cover all credit and debit entries initiated by you. You authorize us to debit the Account on the applicable Settlement Date in the amount of each entry. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that we may debit any account maintained by you with us or that we may set off against any amount we owe to you, to obtain payment of your obligations under this Agreement.
- 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 Invoice2go Money. 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 Invoice2go Money.
- 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 Invoice2go Money App 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.
- Returned Entries
We shall notify you by email or via the Invoice2go Money App of the receipt of a returned entry from the Federal Reserve no later than one (1) business day after the business day of such receipt. We shall have no obligation to re-transmit a returned entry if we complied with the terms of this Agreement with respect to the original entry.
You agree not to exceed ninety-five percent (95%) of any thresholds set forth in the 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 five (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.
- 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 Invoice2go Money App 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 3.14 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.
- ACH Origination Service Liability, Limitations on Liability & Indemnity
WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE ACH ORIGINATION SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING 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 AND OUR SERVICE PROVIDERS HARMLESS FROM AND AGAINST ANY LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) WE OR OUR SERVICE PROVIDERS 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 OR OUR SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE AND OUR SERVICE PROVIDERS 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 BY US.
IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT OR OMISSION OF YOU OR ANY OTHER PERSON.
PERFORMANCE INTERRUPTION OF THE ACH ORIGINATION SERVICE FOR ANY REASON SHALL NOT RELIEVE YOU OF YOUR OBLIGATION TO MAKE ANY TAX DEPOSIT, AND WE WILL INCUR NO LIABILITY TO YOU FOR YOUR FAILURE TO MAKE ANY REQUIRED TAX PAYMENT BY OTHER MEANS IN THE EVENT OF SUCH INTERRUPTIONS.
- 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 based on the account number even if it identifies a person different from the named Receiver. You are solely responsible for providing correct information for all ACH Origination Service requests through Invoice2go Money.
You may cancel your ACH Origination Service at any time by providing us with written notice. Your access to the ACH Service through Invoice2go Money will be suspended within three (3) business days of our receipt of instructions to cancel your ACH Origination Service from any Authorized User. We and our Service Providers 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 of 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.
- 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.
Section 6: Other Legal Terms and Conditions
- 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.
- 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 because 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.
- Limitation of Liability and Disclaimer of Warranty
EXCEPT AS REQUIRED BY LAW, WE AND OUR SERVICE PROVIDERS 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 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 OR AS PROVIDED IN THIS AGREEMENT, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF Invoice2go MONEY. Invoice2go MONEY FEATURES AND SERVICES ARE GOVERNED BY the Invoice2go TERMS OF SERVICE, FOUND AT: https://invoice.2go.com/terms-of-service/. 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 Unit 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.
- 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 to 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.
- 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 Invoice2go’s website, https://invoice2go.com/business-deposit-account-agreement/, 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.
- 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.
- 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.
If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remainder of this Agreement 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 we agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.
- 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 Commonwealth 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.
Section 7: 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.
- Election to Arbitrate
You 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 7 (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, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
- 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.
- 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.
- 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.
- Arbitration Fees
If we initiate arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) 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 thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal 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.
- No Class Actions
YOU AGREE THAT 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 7.7, 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 7.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.
- 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 7.7 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 7.7 are finally adjudicated pursuant to the last sentence of Section 7.7 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.
- Judicial Forum for Claims
Except as otherwise required by applicable law, if 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.
- WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.