Account agreement

This agreement (Agreement) is the contract between you, the depositor (you) and Cross River Bank, a New Jersey State Chartered Bank (the Bank, we, us, our), that governs your Standby Deposits Cash Deposit Account (Account) Standby Deposits Inc. (Standby Deposits) is a service provider that performs certain services related to your Account on Cross River Bank’s behalf. This agreement explains how your Account works, what fees are applicable to your Account, how our various services work, and the policies, terms and conditions that govern your Account. By accepting this Agreement, submitting an application for an Account, or by using any of our deposit account services, you agree to the terms in this Agreement. Other products or services offered in connection with the Account, such as the Standby Deposits website (Website), may have additional agreements that you will be required to accept. This Agreement also refers to and includes other disclosures including the Truth in Savings Account Disclosure, Privacy Policy, Electronic Fund Transfer Agreement and Disclosure, which are incorporated by reference. Please read this Agreement carefully and keep a copy for your records.

I. Definitions

Here are some important terms that we use throughout this Agreement:

Access Credentials – The phone number, email address, account number, personal identification code and/or biometric data used to access your Account on the Website.

Automated Clearing House (ACH)– The national clearinghouse for electronic fund transfers.

ACH Credit Entry – An order or request for the transfer of money from an external account to your Account, which is initiated by the submission of a “credit” entry to the ACH by the financial institution holding your external account.

ACH Transaction – An electronic deposit to, or withdrawal from, your Account that we receive or send through the “automated clearing house” network. Common examples include Direct Deposits of payroll and one-time or recurring payments to a utility company.

Available Balance – This balance is used to determine if transactions on your account will be paid. It is calculated by taking your previous day’s balance, plus any pending credit transactions (excluding pending returns), such as ACH direct deposits, and subtracting (a) pending charges such as electronic payments, according to the Processing Order (described below), (b) any amount of deposits that are not yet available for withdrawal under our Funds Availability Policy, and (c) any holds on your balance, such as holds on funds to comply with court orders or other legal requirements. We reserve the right to use a different calculation method in certain states if required by law.

Business Day – Our Business Days are Monday through Friday. Federal holidays are not included.

Direct Deposit – An automatic electronic deposit made through the ACH network to your Account by someone else, such as an employer issuing payroll or the government paying benefits.

EFT – An “electronic fund transfer” to or from your Account, as that term is defined by Regulation E (12 CFR Part 1005). An EFT includes an ACH transaction but does not include a Wire Transfer.

Item – Any EFT, fee, charge or other amount that is credited to or debited from your Account

Website—The Standby Deposits website at www.standby.io allows you to access your Account online.

Wire Transfer – An electronic transfer of funds through a wire service, such as SWIFT, the Federal Reserve Wire Network, or the Clearing House Interbank Payments System.

II. General Account Terms

A. About Us

A.1. Cross River Bank. This Account is provided by Cross River Bank.

A.2. Calling Standby Deposits. You may call Standby Deposits at 1-###-###-#### between the hours of <time> and <time>, <seven days a week; Monday-Friday> to ask questions or request information. Please call this number at any time whenever this Agreement or applicable law requires or allows you to notify us or Standby Deposits by telephone.

A.3. Writing to Standby Deposits. You may email Standby Deposits at support@standby.io or submit a webform at standby.io However, please send any correspondence and notices required or allowed to be in writing under this Agreement or applicable law to the following address (or to such other address as we may provide to you from time to time): 500 N Westshore Blvd Ste 860 Tampa, FL 33609. We will deem any and all notices to us effective upon receipt at this mailing address.

A.4. Security Deposit Account Purpose, Limitations, and Terms. This Account is established to meet the security deposit requirement associated with your lease agreement between you and your respective property manager (Lease Agreement).  This Account is designated for the express purpose of covering payment of any eligible fees or charges as outlined in the Lease Agreement at the time of move-out. The funds in this Account will remain locked and inaccessible for any other use during your tenancy. For avoidance of doubt, your tenancy includes the entire period of time that you occupy or otherwise temporarily possess the property as a tenant.

You acknowledge and agree that this Account cannot be closed, modified, transferred, retitled, or terminated by you during your tenancy, except in the event of an early termination of your Lease Agreement with prior written consent from your property manager. Upon your move-out or the termination of your Lease Agreement, the Account will be closed, and any remaining funds, after the deduction of any amounts payable at move-out, will be returned to you.

In order to complete the opening of this Account, you are required to fund it with an amount equivalent to the security deposit as required in your Lease Agreement. Authorized transactions from this Account are governed by the Standby Deposits Terms of Service and your Lease Agreement, and usage is restricted to only covering any amounts payable at move-out.

A.5. Limited Account Access. Your Account is an electronic savings  account that is only accessible through the Website. Withdrawals from your Account are limited to EFT transactions for the purposes outlined in section A.4. We permit deposits into your Account by EFT. You will not be able to make withdrawals or deposits at branch locations, by telephone or through automated teller machines (ATMs). See the Deposits and Withdrawals, Transfers, and Other Account Charges sections for more information.

A.6. Authorization. You hereby authorize the Bank to establish the Account to hold your funds. You are responsible for all payments and activities on your Account that are directed through use of the Website. If you permit another person to use the Website using your Access Credentials, you are responsible for any transactions they authorize from your Account. When we receive payment instructions from the Website it will serve as an authorization for us to debit your Account and remit funds on your behalf. With your use of the Website, you authorize Standby Deposits as your sole authorized signatory, to direct Bank at any time to charge you for drafts or other orders for the payment of money that are drawn on the Account. You further agree that we will not take any direction from you with respect to the Account, other than through the Website.   The Bank will direct you to Standby Deposits for any and all activities such as ACH transfers and questions related to the Account. Additionally, when you open the account and selected [“I Agree”], you electronically sign and confirm your authorization for Bank to debit and credit your Account. You understand that your authorization will remain in effect until you revoke your authorization, which you can do writing to us as described in Section A.3.

A.7. FDIC Insurance. Funds in your Account are insured by the Federal Deposit Insurance Corporation (FDIC), up to the applicable limit. The amount of insurance coverage you have may depend on the balance in your Account and the ownership, type of, and balances held in any other accounts you have with us. For additional information, please visit the FDIC’s website at www.fdic.gov.

B. Opening Your Account.

B.1. Identifying You. To help the United States Government fight terrorism and money laundering, federal law requires us to obtain, verify, and record information that identifies each person that opens an Account. What this means for you: when you open an Account, we will ask you for your name, street address, email, phone number, Social Security Number (SSN), and date of birth. To open an Account with us, you must be at least 18 years old (or applicable age of majority in your resident state), a U.S. citizen or a resident alien with a valid SSN and have a residential address in the U.S. or U.S. territory where we offer the Account. We may also ask to see your driver’s license or other identifying documents that will allow us to identify you.

B.2. Consumer Reporting Agencies. By submitting an application to open an Account, you authorize us to obtain information about you from time to time from consumer reporting agencies, check verification services, our subsidiaries and affiliates, and other third parties for the purpose of considering your Account application or any other purpose permitted by applicable law.

B.3. TIN/Backup Withholding. We are required by federal law to obtain your correct taxpayer identification number (TIN) in order to avoid potential backup withholding and to report interest income paid to you in connection with your Account. If you are subject to backup withholding or if the Internal Revenue Service (IRS) notifies us that we do not have a correct TIN for you, we may be required to withhold and remit to the IRS a percentage of interest paid (backup withholding) to your Account(s). Amounts withheld are reported to the IRS as federal tax withheld and will be reflected on your IRS Form 1099-INT, Interest Income. A TIN may be your SSN if your Account is in your name and you are either a U.S. citizen, permanent resident, or otherwise eligible to receive a SSN from the Social Security Administration.

C. Deposits and Transfers into Your Account

Deposits may only be made in U.S. dollars, by EFT, including domestic (United States) ACH transactions,. Deposits made by ACH are subject to the NACHA Operating Rules and Operating Guidelines and the rules of any regional clearing houses we may use from time to time (collectively, the ACH Rules). Before final settlement of any deposit, we act only as your agent and assume no responsibility beyond the exercise of ordinary care. We reserve the right to refuse, return or limit any deposit you make to your Account and to establish (and change) maximum dollar limits for Account principal balances and transactions in our discretion from time to time. If a deposit you make is returned to us unpaid or is otherwise charged back to us, we will charge it back to your Account.

All Items are credited subject to final settlement in cash or credits. We shall have the right to forward Items to correspondents including all Federal Reserve Banks, and we shall not be liable for default or neglect of said correspondents for loss in transit, nor shall any correspondent be liable except for its own negligence. You specifically authorize us or our correspondents including the Federal Reserve Banks to handle such Items in accordance with provisions of Regulation J (12 CFR Part 210), as revised or amended from time to time by the Federal Reserve Board. In the event we are subject to local clearinghouse rules, you specifically authorize us to handle such Items in accordance with the rules and regulations of the clearinghouse.

C.1. Available Transaction Methods. The following types of transactions are permitted to add funds to your Account:

- Transfers Using the Website. At the time of Account opening, you will be asked to fund your Account via a one-time transfer from an external bank account to your Account using ACH transactions. By using the Website to initiate a transfer of funds from an external bank account to your Account, you authorize Cross River Bank to make the transfer you select on the Website to fund your Account.

- Other. We may permit you to make deposits by other means, from time to time.

C.2. Deposit Records and Receipts. We and our service providers may rely on the account number on any record of a deposit you make, even if that account number is associated with a name that is different from the name you’ve provided. It is not our responsibility to detect any inconsistency between the account number you provide and the name.

You may use the Website, or call us to confirm that we have received a deposit. We will not provide you with notice of our receipt of a deposit into your Account. However, all deposits into your Account will be included in the periodic statements we provide to you. We may confirm your deposits, and, after review, may adjust your Account for any errors, including any errors on your deposit, deposit request or similar records.

C.3. Opening Deposit. The required balance to open your Account is stated in your Lease Agreement. If you fail to fund your Account within 5 days after we approve your application, we may close your Account.

C.4. Our Right to Refuse Deposits. We may refuse a deposit, or part of a deposit, at any time. We also may refuse a deposit after initially accepting it. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made.

C.5. When You Can Withdraw Funds You’ve Deposited. You cannot withdraw funds you deposited into your Account. Funds deposited into your Account are for solely designated for the settlement of any amounts owed to your property manager at move-out, subject to the terms of your Lease Agreement and applicable law. At the end of your tenancy, any remaining funds in your Account will be returned to your designated external bank account. If we are unable to return any remaining funds to your external bank account, we will mail a check for the remaining amount to your current address on the Website.  

C.6. Our Right to Charge Back Deposited Items. If you make a deposit and (a) the sending bank returns it to us unpaid; (b) the sending bank demands that we repay them because the deposit was unauthorized; or (c) the sending bank or the originator of a transfer demands that we return the Item because it was unauthorized, sent to the wrong account number or procured by fraud, we may accept the return and/or pay the return or demand, and subtract the funds from your balance.

If we permit you to withdraw funds from your Account before final settlement has been made for any deposited Item, and final settlement is not made, we have the right to charge your Account or obtain a refund from you. In addition, we may charge back any deposited Item at any time before final settlement for whatever reason. We shall not be liable for any damages resulting from the exercise of these rights. Except as may be attributable to our lack of good faith or failure to exercise ordinary care, we will not be liable for dishonor resulting from any reversal of credit, return of deposited Items or for any damages resulting from any of those actions.

D. Withdrawals

D.1. Withdrawals and Transfers from Your Account. Withdrawals may only be made in U.S. dollars, by EFT via ACH transactions or other type of account or payee we may permit from time to time. We do not permit withdrawals from your Account by Wire Transfer. Please see the Electronic Fund Transfer Agreement section for more information.

D.2. Withdrawal Rules. We may subtract from your balance the amount of any withdrawal or debit authorized under the Standby Deposits terms of service and as governed by your Lease Agreement with your property manager. We may require you or any person you authorize to provide us with identification, documentation or information that’s acceptable to us before allowing you to transfer funds to an external bank account at the end of your tenancy. You may not make any withdrawal that would exceed the Available Balance in your Account. See the Insufficient Funds section below. We may refuse any withdrawal by any method we do not specifically permit for your Account, that does not include all information we require, or that would exceed any applicable frequency or dollar limits or cause your Account to be overdrawn. We reserve the right to establish (and change) maximum dollar limits for withdrawal transactions from time to time.

D.5. Right to Require Advance Notice of Withdrawals. We reserve the right to require seven days’ prior written notice of withdrawal.

D.6. Account Numbers on Fund Transfers. If you instruct us to send a transfer of funds, such as an EFT, we, our service providers, and every other bank involved in the transfer may rely on any bank number or account number you provide. If your fund transfer instruction gives both a bank number or account number and a name, and the name identifies a different person from the bank or account owner identified by number, we and other banks that handle the fund transfer may still rely exclusively on the number. We have no duty to detect any inconsistency between the bank number or account number and the name.

D.7. Multiple Signatures. We are not required to comply with any multiple-signature requirement, even if you have otherwise instructed us to do so.

D.8. Insufficient Funds. Our general practice is to decline to pay any transaction that would cause a negative balance on your Account (i.e., your Available Balance is less than the amount of that Item plus all other Items received but not yet paid). However, we may, in our sole discretion, pay the Item even if your Available Balance is insufficient to cover the transaction, resulting in a negative Available Balance. Even if we’ve paid such Items before, we are not required to do it in the future. We look at your Available Balance only once to decide if the Item would cause your Account to have a negative balance. If we pay a transaction that causes your Account to have a negative balance, you must immediately deposit the amount necessary to restore your balance to at least $0.00. We also may report you to consumer reporting agencies, close your account, or both. This could affect your ability to open accounts with us or other banks in the future. You authorize us to use the money from any subsequent deposits to your Account to pay any negative balance on your Account and restore the balance to at least $0.00. Subsequent deposits include any federal or state benefit payments that you choose to deposit in your Account (including Direct Deposit of Social Security benefits). You understand and agree that if you do not want your benefits applied in this way, you may change your Direct Deposit instructions at any time. We may still pursue collection of the amount you owe (including suing you) after it is charged off.

E. Transaction Cutoff Time, Processing Order, and Fees

E.1. Cutoff Time. Online requests to transfer funds to or from your Account via ACH (i.e., both deposits and withdrawals) must be received by us by 2:00 PM Eastern Time on a Business Day to be initiated on that Business Day. Online transfer requests received by us after 2:00 PM Eastern Time or on a day that is not a Business Day generally will be initiated on the next Business Day.

E.2. Processing Order. The following processing order dictates the order in which we will process your transactions each Business Day. All credit transactions are processed first. Debits or withdrawals (such as ACH transactions) will be processed in the order in which they are received by us. The processing order of these Items is important because if your Available Balance is not sufficient to pay for each Item in the order it is processed, we may, in our sole discretion, return or reject the Item, and your Account may become overdrawn.

E.3. Fees, Service Charge, Balance Requirements and Expenses. You agree you are responsible for any fees, charges, balance, or deposit requirements as stated in this Agreement. You agree to be liable to us for any loss, costs or expenses that we incur as a result of any dispute involving your Account, including reasonable attorneys’ fees, to the extent permitted by law, and you authorize us to deduct such loss, costs or expenses from your Account without prior notice to you.

E.4. Limits. For the duration your Account is open, transactions will be limited to the following EFT, specifically ACH, transactions: (i) initial funding via ACH for the amount defined in your Lease Agreement; (ii) settlement of any amounts owed up to the amount agreed upon in connection with your move-out subject to the terms of your Lease Agreement and applicable law; and (iii) returning of any amount remaining in your Account at move-out to an external account you designate.

F. Interest

F.1. Rate Information. If your Account is interest-bearing as required by applicable law or determined in our sole discretion, we will provide you with a rate sheet that states the current interest rate and Annual Percentage Yield (APY) for your Account at the time your Account is opened. The rate sheet is considered part of this agreement. Your interest rate and APY may change.

1. • Determination of Rate. At our discretion, we may change the interest rate on your Account.
   • Frequency of Rate Changes. We may change the interest rate on your Account at any time.
   • Limitations on Rate Changes. There are no maximum or minimum interest rate limits for this Account except as required by applicable law.

F.2. Compounding and Crediting. As applicable, interest will be compounded on a daily basis and will be credited to your Account monthly, as of the last day of the monthly cycle (the interest on the last day of the cycle will accrue and post the same day). We only pay interest in whole cents. At the end of each monthly cycle, any fractional amount of interest accrued that is less than one half of one cent will be rounded down to the nearest whole cent, and you will forfeit the difference. For example, if $1.044 in interest accrues during the monthly cycle, we will credit $1.04 to your Account. Any fractional amount of accrued interest equal to one half of one cent or more will be rounded up to the nearest whole cent. For example, if $1.045 in interest accrues during a monthly cycle, we will credit $1.05 to your Account.

F.3. Effect of Closing Account. If you close your Account before interest is credited, you will not receive the accrued interest.

F.4. Minimum Balance Requirements.  In order to obtain the disclosed APY on your Account, you must  maintain an Account balance for the exact amount of the security deposit specified in your Lease Agreement.

F.5. Balance Computation Method. If your Account is interest-bearing, we will use the daily balance method to calculate interest on your Account. This method applies a daily periodic rate to every end-of-day balance in your Account for the period. The daily rate is calculated by using an actual/365-day count convention. The end-of-day balance is calculated by adding the principal and accrued interest.

F.6 Accrual on Noncash Deposits. Interest begins to accrue no later than the Business Day we receive credit for the deposit of noncash Items.

G. Communications, Statements, Notices of Errors, and Other Notices.

G.1. Delivery of Notices. You agree that we and our service providers may communicate with you by mail, telephone, email, fax, prerecorded message, automated voice, text message or other means allowed by law regarding your Account. Any legal disclosures, notices and communications and other Account-related correspondence that we mail to you will be sent via U.S. Mail to the last mailing address shown in our records for your Account. Notices will be deemed to have been delivered on the day we mailed it to you or made it available electronically. We are not responsible for communications or notices lost in, or not delivered by, mail or email. Some notices may only be available electronically or in paper form.

G.2. Electronic Communication. We may send communications electronically, such as by email or text message, rather than through U.S. Mail or other means, unless the law says otherwise. If you give us your email address, you agree that we may send servicing messages (such as fraud alerts and hold alerts) related to your Account to that address. You may be required to agree to communicate with us by electronic means in order to open an Account. If you revoke your consent to electronic communications, we may close your Account or take other action described in the E-SIGN Consent.

G.3. Telephone Communication. We may record and/or monitor any of our telephone conversations with you. If we do record, we do not have to keep the recordings, unless the law says we must. When you give us your mobile number, we have your permission to contact you at that number about all of your Cross River Bank accounts. Your consent allows us and our service providers to use text messaging, artificial or prerecorded voice messages and automatic dialing technology for informational and service calls, but not for telemarketing or sales calls. It may include contact from companies working on our behalf to service your Account. Message and data rates may apply. You may change these preferences by calling us or writing us as described in Section A.

G.4. Change in Contact Information. We require you to provide an email address, mobile telephone number, and physical street address (address cannot be a P.O. Box). You are responsible for promptly notifying us of any change to any such contact information or your name. In some instances, we may request additional information for verification purposes. Any notice we mail to you (or email to you if you’ve told us to communicate with you electronically) will be binding when 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 (USPS) or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address. Even if you elected to receive electronic communications from us, we may still provide you information via the USPS.

G.5. Communications Equipment and Services. You are responsible for obtaining and maintaining all telecommunications, mobile, broadband, computer, hardware, software, equipment and services needed to access and use your Account online; view, save and/or print your Account documents online; and receive any messages or documents you have consented to receive electronically; and for paying all related charges. We are not required to act on any instruction or message from you provided by fax, SMS/text, telephone voice mail, message service or answering machine. Whenever this Agreement or applicable law requires or allows you to give us written notice, we will not consider SMS/text or fax to be written notice.

G.6. Periodic Statements. We will make available a periodic statement for your Account monthly. We may make your statement available through the Website. We have made the statement available to you on the day we notify you that the paperless statement is available.

G. Closing or Restricting Your Account.

G.1. Restricting Your Account; Blocking and Delaying Transactions. Use of this Account is for the express purpose of meeting your security deposit requirement as you agreed to in your Lease Agreement. There are many reasons we may decline or prevent transactions to or from your Account, but we generally do it to protect you or us, or to comply with legal requirements. We may decline or prevent any or all transactions to or from your Account in our sole discretion, as permitted by applicable law. We may refuse, freeze, reverse or delay any specific withdrawal, payment or transfer of funds to or from your Account, or we may remove funds from your Account to hold them pending investigation, including, but not limited to, in one or more of the following circumstances:

1. • You relocate outside of the U.S. or any U.S. territory where we offer the Account;
   • You attempt to use your Account for business purposes;
   • Your Account is involved in any legal or administrative proceeding;
   • We receive conflicting information or instructions regarding Account ownership, control or activity;
   • We suspect that you may be the victim of a fraud, scam or financial exploitation, even though you have authorized the transaction(s);
   • We suspect that any transaction may involve illegal activity or may be fraudulent;
   • We are complying in our sole judgment, with any federal, state or local law, rule or regulation, including federal asset control and sanction rules and anti-money laundering rules, or with our policies adopted to assure that we comply with those laws, rules or regulations; or
   • We reasonably believe that doing so is necessary to avoid a loss or reduce risk to us.

G.2. We May Close Your Account.  Your Account will remain active for the duration of your tenancy. Once we receive confirmation from Standby Deposits that your tenancy has ended, you authorize Standby Deposits to automatically initiate the account closing process on your Account. If your balance is greater than zero, we will transfer your remaining balance to an external account upon closing. If you do not have an external bank account, please call us at the number above and we will help you to obtain your remaining balance by check sent to you by mail. Your Account balance must be $0.00 before your Account will be closed. We may also close your Account at any time, for any reason or no reason, with or without prior notice to you. We will have no liability for any action we take under this section.

G.3. Rules for Closing Your Account. We may restrict your Account in preparation for closing. As we do so, we will not pay any additional interest on your Account, and we may limit deposits to, or withdrawals from, your Account. We may send you written notice that we have closed or will close your Account and return the balance less any fees, claims, setoffs or other amounts. This Agreement will survive the closing of your Account and you are still responsible for obligations incurred prior to or in connection with the closing of your Account. After your Account is closed, we have no obligation to accept deposits or pay any outstanding transfer requests, but we may reopen your Account if we receive a deposit.

H. Other Account Terms.

H.1. Security. It is your responsibility to protect your Access Credentials and the devices on which you access your Account. Do not share this information with anyone. Please notify us immediately if you believe your Account has been accessed without your permission. See the Electronic Fund Transfer Agreement for more information about your rights and responsibility in the event of unauthorized use of your Account.

H.2. Account Ownership. We will treat this Account as an individually-owned account. You may not add a joint-owner to your Account.

H.3. Assignment of Agreement and Successors. You may not assign or transfer any interest in your Account unless we agree in writing. Any permitted assignment of your Account is subject to our setoff rights. This Agreement will be binding on your personal representative, executors, administrators and successors, and on our successors and assigns.

H.4. Power of Attorney. A power of attorney is a document you sign that authorizes someone else, called the agent, to act on your behalf. If you sign a power of attorney, the agent can sign on your behalf and do anything you could do regarding your Account, including withdrawing or spending all of the money in your Account. Do not sign a power of attorney unless you trust the agent to act in your best interest. If you choose to add an agent, you must provide a power of attorney form that we agree to accept. We may rely on a copy of an original power of attorney. We are not required to investigate the facts relating to any power of attorney provided to us on your behalf, including whether your signature on the power of attorney is authentic or whether the agent continues to have authority. We may follow or refuse to follow the agent’s instructions at any time, including if we suspect fraud or abuse on your Account, unless applicable law requires otherwise. We may also refuse an agent’s request to become a joint owner or a beneficiary of an Account, but we have no liability to anyone if we do so. We have no liability when we follow or refuse to follow any instructions from an agent, for example, if your agent misuses the authority you have given them.

H.5. Death or Incompetence of Account Owner. Your agent, attorney, personal representative, executor, administrator, or successor must tell us immediately if you die or are declared incompetent by a court. We may act as if you are alive and competent until we receive notice otherwise. After we receive notice of your death or incompetence, we may freeze your balance, refuse to accept transactions, and reverse or return deposits. We are also not required to release your funds until we receive any documents we reasonably request to verify your death or incompetence, as well as who is entitled to the funds. If you die while residing outside the United States, we may require a personal representative to be appointed by a court in a United States jurisdiction. If we have any tax liability because of paying your balance to your estate, the estate will be responsible for repaying us the amount of that tax. If you authorize any transaction, but it’s not presented for payment until after you die or are declared incompetent, we are authorized to pay the transaction. If you owe us a debt at the time of your death, we are authorized to exercise our right of setoff (our right to apply funds in one Account to the debt associated with another Account) or security interest rights against the funds credited to your balance after your death. We are also not required to disburse funds until we receive any documents we reasonably request to verify your death or incompetence and to establish a new person’s authority to act in transacting on or closing your Account.

H.6. Adverse Claims. If there are conflicting instructions or there is any dispute regarding your Account, we may take any action described in the Restricting Your Account; Blocking and Delaying Transactions section above, or we may place funds in a court (this is called an interpleader action) for resolution. If any person notifies us of a dispute, we do not have to decide if the dispute has merit before we take further action. We may take these actions without any liability and without advance notice, unless the law says otherwise.

H.7. Setoff and Security Interest. If you owe a debt to us or any of our affiliates (either now or in the future), you grant us a right of setoff to, and a security interest in, all of your accounts with us to secure the debt. Debts include any overdrafts or fees you owe, as well as amounts owed us by another person or entity if you have guaranteed that you will pay their debts. If the debt is due or overdue, we may use the funds in any of your Accounts to pay all or part of the debt. Our security interest will be governed by Uniform Commercial Code Article 9 (as adopted by the applicable state law) whether Article 9 applies by its terms or not. We do not have to give you any prior notice to apply the funds. You expressly agree that our rights extend to any electronically deposited federal or state benefit payments (including Social Security benefits), as permitted by law. If you don’t want your benefits applied in this way, you may change your Direct Deposit instructions at any time with the person or organization paying the benefits. The right of setoff does not apply if the debt is created under a personal credit card plan. If any federal benefits or other payments are deposited to your Account after you become ineligible to receive them, we may set off against any of your Accounts to recover the payments if we’re obligated to return funds to the payor.

H.8. No Waiver. If we fail to exercise any right, that doesn’t mean that we waive that right or any other right, and we may still enforce all of our rights in the future.

H.9. Changes to the Agreement. We may change the terms of this Agreement, including fees and features of your Account, at any time. We will notify you of any such change when required by applicable law. Your continued use of your Account evidences your agreement to any amendments. Notices will be made available on the Website or delivered electronically using the most recent contact information we have on file for you.

H.10. Research, Legal Process and Requests for Information. If we receive any legal process relating to you or your Account, you authorize us to comply with it. “Legal process” means any document that appears to have the force of law that requires us to hold or pay out funds from your Account, including a garnishment, attachment, execution, levy or similar order. We do not have to determine whether the legal process was validly issued or is enforceable. If any action, including administrative proceedings, garnishment, tax levies, restraining orders or another action is brought against you or your Account, you will be liable to us for any loss, cost or expense (including attorneys’ fees) resulting from our compliance with any legal process. If we receive any subpoena, court order or request for information or documents from a government entity or arbitration panel relating to your Account, we are authorized to comply with it.

H.11. Illegal Activities and Gambling Transactions. You agree not to use your Account for any illegal activity. We may also refuse any gambling transaction, whether lawful or not.

H.12. Inactive and Unclaimed Accounts. Each state has laws that govern when accounts are considered inactive or abandoned, and when we’re required to send a customer’s funds to the state. After a specified period of time determined by the law of the state of your residence (as shown in our records), if we are not able to locate you, we will be required to deliver your Account to the state as abandoned property. You will then need to apply to the state for return of your funds. If your Account is or has been inactive, we may, in our discretion, refuse to honor requests for withdrawals on your Account until after we have verified that you have authorized the withdrawal request.

H.13. Reporting to Consumer Reporting Agency; Disputes. We may report information about you or your Account to a consumer reporting agency. If you believe that we have reported inaccurate or incomplete information about your Account to a consumer reporting agency, you have the right to file a dispute with that consumer reporting agency. You may also submit a dispute directly to us by writing to the address on the first page of this Agreement. Provide your name, address and phone number; your Account number; the specific information you are disputing; an explanation of why it is inaccurate or incomplete; and any supporting documentation.

H.14. Rules Governing Your Account. We are located in New Jersey. We hold your Account in New Jersey. We enter into this Agreement with you in New Jersey. Except as otherwise provided in the Arbitration section, this Agreement and your Account are subject to applicable federal laws and laws of the State of New Jersey, without regard to internal principles of conflicts of law. Except as otherwise provided in the Arbitration section, if any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. Transactions in your Account are also subject to the ACH Rules, other applicable clearinghouse and Federal Reserve rules and regulations. Changes in these laws may change the terms and conditions of your Account. We will notify you of any changes as required by law. If this Agreement conflicts with any statements made by one of our employees or by a third-party service provider, this Agreement will govern.

H.15. Limitation of Liability. You agree that we, our service providers, agents, officers, directors, and employees (and the same of our subsidiaries and affiliates and our subsidiaries and affiliates themselves) (collectively, the Indemnified Parties) will not be liable for anything we do when following your instructions. In addition, the Indemnified Parties will not be liable if any such Indemnified Party doesn’t follow your instructions if we reasonably believe that your instructions would expose us to potential loss or civil or criminal liability, or conflict with customary banking practices. THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF WE FAIL TO STOP PAYMENT ON AN ITEM, OR PAY AN ITEM BEARING AN UNAUTHORIZED SIGNATURE, FORGED SIGNATURE, OR FORGED ENDORSEMENT OR ALTERATION, OUR LIABILITY, IF ANY, WILL BE LIMITED TO THE FACE AMOUNT OF THE ITEM. The foregoing limitation of liability will not apply where expressly prohibited by the laws governing your Account. This Limitation of Liability section will survive termination of your Account.

H.16. Indemnification. You agree to indemnify and hold the Indemnified Parties harmless from and against losses arising in connection with the services provided under this Agreement, except for losses arising out of our own gross negligence or willful misconduct. You further agree to hold the Indemnified Parties harmless from losses arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. The Indemnified Parties are not responsible for any actions or omissions by any third party. If you give us instructions that we believe may expose us to potential liability, we may refuse to follow your instructions and we will not be liable to you if we refuse to follow your instructions. If we do choose to follow your instructions, we may ask you for certain protections such as a surety bond or an indemnity agreement in a form that is satisfactory to us. This Indemnification section will survive termination of your Account(s).

H.17. Pre-Judgment Interest Rate. If either of us is awarded a judgment against the other in connection with your Account, the rate of interest earned before the judgment on the judgment amount will be the rate of interest your Account earned during that period, unless a different rate is required by applicable state law.

H.18. Severability. Any provision of this Agreement that limits the Bank’s liability does not negate the Bank’s duty (if any) under applicable law to act in good faith and with reasonable care. If any provision of this Agreement is determined to limit the Bank’s liability in a way prohibited by applicable law, or to be otherwise unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified.

I. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. THIS SECTION (ALSO REFERRED TO HEREIN AS THE “ARBITRATION PROVISION”) PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT AND THE RIGHT TO HAVE A JURY DECIDE A DISPUTE. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED BELOW.

a. Arbitration. By accepting this Arbitration Provision, you agree that either party to this Agreement, or any subsequent assign of this Agreement, may, in its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this "Arbitration Provision, unless you opt out as provided in paragraph (b) of this Arbitration Provision. If arbitration is chosen by any Party, neither you nor we will have the right to litigate that Claim in court or to have a jury trial on that dispute. Pre-arbitration discovery will be permitted only as allowed by applicable arbitration rules. The arbitrator's decision will generally be final and binding. Other rights that you would have if you went to court may also not be available in arbitration. It is important that you read the entire Arbitration Provision carefully before accepting the terms of this 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 and/or any assign (or persons claiming through or connected with us and/or any assign), 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 (except to the extent provided otherwise in the last sentence of paragraph (f) below) the validity or enforceability of this Arbitration Provision or any part thereof, to the maximum extent permitted by the Federal Arbitration Act (the “FAA”), or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The term “Claim” under this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

b. Your Right to Opt Out. You may opt out of this Arbitration Provision for all purposes by sending us a written arbitration opt-out notice to [insert address]. The opt-out notice must be provided within thirty (30) days of the date of your electronic acceptance of the terms of this Agreement, and it must clearly state that you are rejecting arbitration. The opt-out notice should include your name, address, and  Account number, and should be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. The opt-out notice is the sole and only method by which you can opt out of this Arbitration Provision. No other methods can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf. You agree that our business records will be final and conclusive evidence with respect to whether you cancelled or opted out of this Arbitration Provision in a timely and proper fashion.

c. Arbitration Procedures. The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or JAMS. The arbitration shall be conducted by a neutral arbitrator in accordance with the AAA’s then-current Consumer Arbitration Rules and procedures (collectively, “the "AAA Rules”), or according to the then-current rules and procedures of JAMS, as applicable. ‍

For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. Information on JAMS can be found here, http://www.jamsadr.com.  If there is any inconsistency between any term of the AAA Rules (or JAMS rules, as applicable) and any term of this Arbitration Provisions, the applicable terms of this Arbitration Provision will control unless the arbitrator determines that the application of the inconsistent Arbitration Provision terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of the Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Provision. Although arbitration proceedings differ from trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
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Unless the parties to the arbitration agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. JAMS requires that you have the right to an in-person hearing in your hometown area. ‍

d. Costs. If we (or any assign) elect arbitration, we (or the assign, as the case may be) shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We (or the assign, as the case may be) 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 (or the assign) pay them and we agree (or the assign agrees) 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.

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

f. Exclusions. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court.

g. Waiver of Class Action. 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 (i) 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 (ii) 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 paragraph [g] 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 paragraph [g] shall be determined exclusively by a court and not by the administrator or any arbitrator.

h. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under 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.

i. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties and/or assignee; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any loan or this Agreement to any other person or entity. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in paragraph (g) are finally adjudicated pursuant to the last sentence of paragraph (f) 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.

j. THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. SUBJECT TO PARAGRAPHS (B) AND (F) OF THIS ARBITRATION PROVISION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

III. Electronic Fund Transfer Disclosure

Electronic Fund Transfers: Your Rights and Responsibilities

This disclosure contains important information about your use of EFT services provided by Cross River Bank in relation to your Account provided by the Bank and serviced by Standby Deposits. Whenever you accept or authorize EFTs to your Account, you agree to these terms and conditions, in addition to any other applicable limitations in the Cross River Bank Cash Deposit Account Agreement (Agreement) concerning deposits to and withdrawals from your Account. Please read this document carefully and retain it for future reference. Any terms not defined in this disclosure have the same meaning under the Agreement.

Contact Information‍

For any inquiries related to your Account or EFT services, you may contact us at:

Standby Deposits Support

Email: support@standby.io

Website: https://www.standby.io/

Mailing Address: 500 N Westshore Blvd Suite 860 Tampa, FL 33609
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Definitions

• Account

The Standby Deposits Cash Deposit Account  held in your name with Cross River Bank for personal, family, or household purposes.‍

• Electronic Fund Transfer (EFT)

Any transfer of funds initiated through an electronic terminal, telephone, mobile app, computer, or magnetic tape to debit or credit your Account.

• Business Day

Monday through Friday, excluding federal holidays, when the Bank is open to the public for banking activities.

Types of Electronic Fund Transfers Available

You may initiate the following types of EFTs on your Account via the Website:

• ACH Transfers

Automated Clearing House transfers, which includes transfers between your bank accounts.

Fees

Any applicable fees will be disclosed in your Agreement with Bank or during specific transactions.

Documentation of Transfers‍

You will receive a monthly periodic statement (or at least quarterly if there is no EFT activity) from Bank, detailing all transactions, including EFTs, fees, and other Account activities.

Consumer Liability for Unauthorized Transfers

You must notify us immediately if you believe your Access Credentials (such as a password) have been lost or stolen, or if you suspect unauthorized EFTs from your Account.

1. • Your Liability: some text
     • If you notify us within 2 business days of learning of the loss or theft, your liability is limited to the lesser of $50 or the amount of unauthorized transfers.
     • If you fail to notify us within 2 business days, your liability may increase to $500 for unauthorized transfers.
     • For unauthorized transfers shown in your statement, if you notify us within 60 days of the statement's date, you will not be liable for unauthorized transfers made after the 60-day period.

Error Resolution Procedures

In case of errors or questions about your EFTs, contact us via:

Email: support@standby.io

Mail: 500 N Westshore Blvd Suite 860 Tampa, FL 33609

You must contact us no later than 60 days after you receive the first statement reflecting the error. We will promptly investigate the matter and correct any errors within 10 business days. If additional time is required, we may take up to 45 days, but we will provisionally credit your Account within 10 business days. You will receive a written explanation of our findings.

Preauthorized Payments‍

• Stopping Payment of Preauthorized Transfers

You may stop a preauthorized payment by notifying us at least 3 business days before the scheduled transfer date. You may request this by calling or writing us at the contact information above.

• Notice of Varying Amounts

If your preauthorized payments vary in amount, the payee will notify you at least 10 days before the payment date, advising you of the amount and scheduled date.

Confidentiality and Data Sharing

Standby Deposits and Cross River Bank are committed to protecting your privacy. We will disclose information to third parties about your Account or the EFTs you make:

1. 1. Where it is necessary for completing EFTs;
   2. In order to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant;
   3. In order to comply with government agency or court orders; or
   4. If you give us your written permission.

Please refer to our Privacy Policy for more details on data-sharing practices.

Amendments

We may change any provision of this disclosure at our discretion, as permitted by applicable law. If we do, we will give you notice if and to the extent required by applicable law.

Termination

We reserve the right to terminate your use of any or all of our EFT services for any reason and at any time. We will provide you with notice before doing so where required by applicable law. You also have the right to terminate your use of the EFT services described in this disclosure at any time by contacting us using the above information. Any termination of your use of our EFT services, whether initiated by you or us, will not affect any of your or our rights and obligations in this disclosure that have arisen before the effective date of such termination.

Bank Responsibilities

While Standby Deposits provides the platform and services for initiating EFTs, Cross River Bank, member FDIC, is the bank responsible for holding your Account, processing transfers, and providing periodic statements.

IV. Fee Schedule

We do not currently impose any fees in connection with your Account, but we reserve the right to impose fees in connection with your Account and to add or change fees from time to time, and we will notify you of any fees or changes to our fees and this Fee Schedule, as required by applicable law. You agree to pay all fees applicable to your Account. We may subtract any applicable fees from your balance, even if the amount of the fee exceeds the Available Balance in your Account.