Business Account Agreement
Last Updated: March 16, 2021
Deposit Account Agreement and Disclosures
A. OUR AGREEMENT
This agreement contains the Cross River Bank Business Account Agreement (“Agreement”) for the business demand deposit account (“Cross River Bank Business Account,” or “Account”) and for the Cross River Bank Visa® Business Debit Card (the “Card”), the “Issuer”), available from Cross River Bank, New Jersey, member of the Federal Deposit Insurance Corporation (“FDIC”). “We,” “our,” “us,” and “the Bank” refer to Cross River Bank, our successors, affiliates, or assignees. “Customer” refers to the person or the legal entity for whom the Bank has opened an Account. “Account Owner” refers to the person with authority to deposit, withdraw, or exercise control over the Account, including designated additional signers, who are described below in sections A 3 and B 3 (each, an “Authorized Signer”). References to Authorized Signers shall include reference to the Account Owner. The effective date of this Agreement is March 17, 2021. This version of the Agreement replaces and supersedes any prior Agreement.
The Account is accessed through the website and/or mobile application (“Site”). Customer is responsible for providing Cross River Bank with a correct and operational email and postal mailing address. Customer must promptly notify Cross River Bank of any change to its email or postal mailing address, or if Customer is unable to access the Account information through the Site. Cross River Bank will not be liable for any adverse effects to the Account as a result of undelivered mail or email or Customer’s inability to access Account information through the Site due to a failure to promptly notify Cross River Bank of a change to Customer’s email or postal mailing address. Cross River Bank is not responsible for any costs Customer incurs to maintain internet access or an email account.
The Bank offers the Site to you based on your acceptance of this Agreement without modification. The Bank reserves the right, in its sole discretion, to revise this Agreement at any time. Any changes to these terms will be included in a revised version of this Agreement accessible through the Site. Your continued use of the Site and any related Bank Products following posting of any changes to the Agreement constitutes your unconditional acceptance and agreement to be bound by the changed terms. Accordingly, we urge you to review this Agreement at the start of each use of the Site. If you do not agree to be bound by the revised terms and conditions, you must cease your use of the Site.
1. Consent to the Terms of this Agreement
We may amend or change this Agreement at any time by posting the amended documents (including this Agreement) on https://biz.crossriver.com, and any such amendment shall be effective upon such posting to the Website. The current Agreement is available at https://biz.crossriver.com. We will provide reasonable notice in writing or by any method permitted by law of an adverse change to this Agreement. However, if a change is made for security purposes, such change can be implemented without prior notice. When we change this Agreement, the updated version of this Agreement supersedes all prior versions and govern the Account. Customer’s continued maintenance or use of the Site and/or Account after the change, will be deemed acceptance of any change and Customer will be bound by it. If Customer does not agree with a change, Customer may close the Account as provided in this Agreement. Customer’s termination of this Agreement will not affect any of our rights or Customer’s obligations arising under this Agreement prior to such termination.
3. Closing the Account
To close the Account the Account Owner, or any other Authorized Signer on the Account, may do so by contacting Cross River Bank at firstname.lastname@example.org or 1-855-733-3683. After the Account is closed, we have no obligation to accept deposits or pay outstanding items, but may do so at our discretion and any access device will no longer be active. Customer agrees to hold Cross River Bank harmless for honoring or refusing to honor any check, paper draft, or other item on a closed Account. It may take up to 30 days to process the Account closure. A Bank check for the balance in the Account will be sent to the address on file within fourteen (14) business days after the Bank has received all required documentation for closing the Account. Required documentation includes a written, signed request to close the Account and proof of identify documents if not already on file with us. Additional documents may be required in certain specific circumstances and will be requested if needed. The Bank reserves the right to refuse to retain any remaining balance less than $2.00. The Bank reserves the right to close the Account at any time and/or to terminate or suspend your usage of the Site.
4. Compliance with Laws and Regulations
Customer agrees to comply with all laws applicable to this Agreement, including regulations or ordinances, and orders of governmental and governing authorities, federal and state privacy laws, and anti-money laundering laws.
In addition to the above, you are prohibited from: (a) engaging in any act where you know, or have reason to know, that such act may disrupt the Site’s functionality; (b) translating, decompiling, reverse engineering, or otherwise attempting to obtain access to source code of any software located on the Site (the “Software”); or (c) using or allowing other to use the Site in any way that violates local, state, federal, or international law, including without limitation any export controls or sanctions imposed by the United States of America. You must be eighteen (18) years or older to use the Site and/or the Account. You acknowledge and agree that you may not be eligible to use the Account, and further agree that the Account is only available only to businesses incorporated in the United States or to businesses whose principal place of business is in the United States. You agree to only use the Site and/or Account for a bona fide business purpose. You represent you are a business entity and agree you will not use the site or Site or Account for personal, family, household or other consumer purposes. You agree not to store, upload, or transmit to or via the Site any data that: (a) infringes upon, or violates any copyright, patent, trademark, trade secret or other proprietary right; (b) is defamatory, libelous, or threatening; (c) is known by you to be false or inaccurate; or (d) violates any applicable law, treaty, or regulation. You agree you will neither upload nor transmit to the Site any data containing any virus, worm, or other harmful feature. You agree not to interfere, in any way, with others’ use of the Bank Products and you will not attempt to gain unauthorized access to the account, computer system, or data of another user.
5. Our Relationship with Customer
This Agreement and the deposit relationship do not create a fiduciary relationship between the Bank and Customer, the Account Owner or any Authorized Signer.
6. Business Days
Our business days are Monday through Friday excluding Federal Holidays and Our determined Holidays. For a list of applicable Cross River Bank Holidays, please e-mail Us at email@example.com. Any references to “days” in this Agreement are calendar days unless indicated otherwise. Please also see Section I.2 for business days related to funds availability.
8. Confidentiality and Security
Certain features or services offered through the Site may require you to open an account (including setting up a username and password) (“Site Account”). You are solely responsible for maintaining confidentiality of your Site Account information, including your password, for any and all activity related to your Site Account and your Account. You further agree to establish commercially reasonable security procedures and controls to protect your confidential information. You agree to notify the Bank immediately of any unauthorized use, or any other breach of security, including suspected or actual “phishing” incidents. You understand that you may be held liable for losses incurred by the Bank or any other user of or visitor to the Site due to an unauthorized party using your login information, password or Site Account and/or your Account. You agree not to use anyone else’s name, password, or Site Account to access the Site of a third party Account at any time. You acknowledge that the Bank is not be liable for any loss or damage arising from your failure to comply with these obligations.
9. Child Online Privacy Protection Act
This Site will not, and does not intend to, market any Bank Products or related services to children. The Bank does not knowingly gather or solicit data from children through the Site, and by using the Site you represent that you are an adult who is at least 18 years of age.
10. Content and Proprietary Rights
All text, graphics, user interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content contained on the Site is owned, controlled or licensed by or to the Bank and is protected by applicable U.S. and foreign copyright, patent, and trademark laws, including various other intellectual property rights and unfair competition laws.
Except as expressly provided in the Agreement, no part of the Site or its Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the Bank’s prior written consent. Any unauthorized use, downloading, re-transmission, display, distribution or other copying, or modification of any copyrightable matter in the above and/or the Content on the Site is strictly prohibited, and may result in legal action against those engaging in such activities.
In the performance of the services required by this Agreement, the Bank shall be entitled to rely solely on the information, representations and warranties provided by Customer and Authorized Signers pursuant to this Agreement. The Bank is not liable for any damages Customer may incur due to a delay in Cross River Bank providing the Bank with any notices or information Cross River Bank receives from Customer. Without limiting the foregoing, the Bank shall not be liable for and the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions beyond Bank’s control. To the extent allowed by law, the Bank shall not be liable for and shall be excused from failing to process or any delay in processing a transfer of funds (i) if, in the Bank’s sole discretion, processing a transfer would violate or contribute to the violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer, in the Bank’s sole discretion, would cause it to engage in an unsafe and unsound practice. Without limiting the generality of the foregoing, in no event will the Bank’s liability for any loss, cost, or liability arising from the Bank’s gross negligence or willful misconduct exceed the average monthly charge for the Account-related services in question for the month preceding the date or loss, except as otherwise required by UCC Article 4A. Any claim, action or proceeding by Customer to enforce the terms of this Agreement or to recover for any Account-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. Customer agrees to cooperate with the Bank in any loss recovery efforts the Bank undertakes to reduce any loss or liability that arises in connection with the Account. Customer acknowledges any Bank fees have been established in contemplation of: (a) these limitations on the Bank’s liability; (b) Customer’s agreement to review statements, confirmations, and notices promptly and to notify Bank immediately of any discrepancies or problems; and (c) Customer’s agreement to assist the Bank in any loss recovery efforts.
THIS SITE, ITS CONTENT AND ANY ASSOCIATED SERVICES, INCLUDING WITHOUT LIMITATION THE ACCOUNT AND OTHER BANK PRODUCTS, ARE PROVIDED BY THE BANK ON AN “AS IS” AND “AS AVAILABLE” BASIS. You use the SITE, the ACCOUNT, the BANK PRODUCTS and any RELATED Content at your own risk. THE BANK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, TO THE INFORMATION, CONTENT, MATERIALS, ACCOUNT, OR BANK PRODUCTS INCLUDED ON THIS SITE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE BANK DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, THE BANK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THIS SITE, THE ACCOUNT, AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
THE BANK DOES NOT WARRANT OR GUARANTEE THAT ITS SERVICES WILL PROVIDE ANY DESIRED RESULT, OR THAT ITS SITE, SERVERS OR EMAILS SENT BY OR ON BEHALF OF THE BANK ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, THE BANK DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF ITS SITE, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND THE BANK OR BETWEEN YOU AND ANY OTHER USER OF THE SITE, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.
13. Limitation of Liability
NEITHER THE BANK NOR ANY OF THE BANK’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE, THE BANK PRODUCTS, OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, OR FOR LOST DATA OR LOST PROFIT, EVEN IF THE BANK HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE. WITHOUT LIMITING THE FOREGOING, THE BANK WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THIS SITE, OR FROM YOUR DOWNLOADING OF ANY MATERIALS FROM THIS SITE.
CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold the Bank, its subsidiaries, affiliates, officers, agents, and representatives, and its and their officers and employees (each, an ”Indemnified Party”) harmless from and against any and all damages, liabilities, judgments, actions, causes of action, suits, claims, demands, losses, costs and expenses (including reasonable attorneys’ fees, disbursements, and court costs) arising from or in connection with your use of the Bank Products, your violation of this Agreement, or your violation of any rights of any third party. Customer agrees to indemnify and hold harmless the Bank and Cross River Bank and to promptly pay on demand, any and all losses arising from actions taken by Cross River Bank in accordance with this Agreement. These indemnifications shall apply, without limitation, to any losses arising from the dishonor of any check or other debit item.
You may not assign or otherwise transfer this Agreement or any rights or obligations under these terms. The Bank’s failure to act on any breach of any provision of this Agreement shall not be construed as a waiver of the enforcement of any provision unless the Bank agrees to such waiver in writing.
If any part of this Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity or enforceability of remaining provisions. This Agreement set forth the entire understanding between you and the Bank with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and the Bank with respect to subject matter.
Cross River Bank is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
16. Help and Support
If you require any support, please contact us at 1-855-733-3683 Monday through Friday, 9 AM to 5 PM PT (federal holidays excluded). The Bank makes no warranty of any kind as it relates to any help or support services provided hereunder and no warranty of any kind that any errors in the Site or the Bank Products can or will be corrected.
17. TELEPHONE MONITORING/RECORDING
Cross River Bank may monitor and/or record telephone calls with any Authorized Signer to assure the quality of our Customer Service team, and also when contacting Customer regarding servicing and, if implicated, collections and when contacting Customer regarding servicing or collections, or as required by applicable law. Customer expressly consents to our recording of telephonic communications with Customer, even if we do not inform Customer of the recording at the time of the call.
18. NO WARRANTY REGARDING GOODS OR SERVICES AS APPLICABLE
We are not responsible for the quality, safety, legality, or any other aspect of any goods or services Customer purchases using the Account.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW.
Agreement to Arbitrate This section is referred to as the Arbitration Agreement. If you have a dispute with any Indemnified Party, and are not able to resolve the dispute informally, you and we agree that upon demand by either you or the Indemnified Party, the dispute will be resolved through the arbitration process as set forth in this section.
Arbitration You agree that if you have a dispute or claim that has arisen or may arise between you and the Bank or any other Indemnified Party, whether arising out of or relating to this Agreement (including any alleged breach thereof), your Account and services provided under this Agreement, any advertising, any aspect of the relationship or transactions between us, and you are not able to resolve the dispute or claim informally, you and we agree that upon demand by either you or the Indemnified Party, the dispute or claim will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Arbitration Agreement, you and the Bank are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Parties Subject to this Arbitration Agreement This Arbitration Agreement applies whenever there is a claim between you and us. If a third party, such as an Indemnified Party other than the Bank, is also involved in a claim between you and us, or if a dispute arises between you and an Indemnified Party other than the Bank relating to this Agreement or your Account, then the claim will be decided with respect to the third party in arbitration as well, in accordance with this Arbitration Agreement, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party.
Exclusions You and we retain the right to pursue in small claims court (or an equivalent state court) any dispute that is within that court’s jurisdiction, so long as the disputes remain in such court and advance only an individual claim for relief. If either you or we fail to submit to binding arbitration of an arbitrable dispute following lawful demand, the party so failing shall bear all costs and expenses incurred by the other in compelling arbitration.
Your Right to Opt Out If you do not want this Arbitration Agreement to apply to you or your Account, you may opt out by sending us written notice of your decision within thirty (30) days of the opening of your Account. Such notice must clearly state that you wish to cancel or opt out of the Arbitration Agreement section of this Agreement. It should include your name, address, and your signature and must be mailed to Cross River Bank, Attn: Legal Department, 400 Kelby Street, 14th Floor, Fort Lee, NJ 07024. This is the sole and only method by which you can opt out of this Arbitration Agreement. Your exercise of the right to opt-out will not affect any remaining terms of this Agreement and will not result in any adverse consequence to you or your Account. You agree that our business records will be final and conclusive evidence with respect to whether you cancelled or opted out of this Arbitration Agreement in a timely and proper fashion.
Prohibition of Class and Representative Actions and Non-Individualized Relief YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE BANK OR INDEMNIFIED PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE BANK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution The Bank and Indemnified Parties are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support using the contact information above. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Bank or Indemnified Party should be sent to Cross River Bank at Cross River Bank, Attn: Legal Department, 400 Kelby Street, 14th Floor, Fort Lee, NJ 07024 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you do not resolve the claim with the Bank or Indemnified Party within 60 calendar days after the Notice is received, you or the Bank or Indemnified Party, as applicable, may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by any party will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Bank is entitled.
Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (AAA) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the AAA Rules), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of 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 Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under 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. Unless the parties to the arbitration agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration Payment of all filing, administration, and arbitrator fees (collectively, the Arbitration Fees) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, the Bank will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, the Bank will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Bank will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Prohibition of Class and Representative Actions and Non-Individualized Relief section above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief section are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Arbitration Agreement will continue to apply.
Future Changes to Arbitration Agreement Notwithstanding any provision in this Agreement to the contrary, if the Bank makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Bank Products, you may reject any such change by sending the Bank written notice within 30 calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute covered by this Arbitration Agreement in accordance with the language of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).
IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, DO NOT ACTIVATE OR USE ANY CARD OR THE ACCOUNT. CALL 1-855-733-3683 TO CLOSE THE ACCOUNT AND REQUEST A REFUND, IF APPLICABLE. THE PARTIES AGREE TO WAIVE ANY TRIAL BY JURY.
B. ACCOUNT BASICS
1. Opening the Account
Important information about procedures for opening a new Account:
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business that opens an Account. We will ask for the name, address, date of birth, and other information that will allow us to identify the Account Owner. We will also ask for other information related to the business entity, and Authorized Signers. If we are not able to validate the identity or authenticity of the Account Owner or the business entity to our satisfaction, we may not open the Account. If we are unable to validate the identity of an Authorized Signer, we may not issue them a Card or provide them access to the Account.
We may use information from, and share information with, third parties to help us determine if we should open an Account.
2. Business Deposit Account
A business deposit account is a deposit account that is not held or maintained primarily for personal, family, or household purposes. Examples of business deposit accounts include an account owned by an individual acting as a sole proprietor; a partnership; a limited partnership; a limited liability partnership; a limited liability company; a corporation; a joint venture; or a non-profit corporation.
The Cross River Bank Business Account is a demand deposit account to be used by a business entity to make payments and transfers to third parties using online services or the debit Card that is automatically issued with the Account. Paper checks are not included with the Account and will not be available.
3. Authorized Signers
The Account Owner may add additional Authorized Signers to the Account during the application process or after the Account has been established. At any point in time, up to three (3) Authorized Signers may be listed on the Account. An Authorized Signer is a person who has actual or apparent authority to transact business on the Account, whether or not the Bank has a record of such person’s electronic signature on file. To add or remove an Authorized Signer from an existing Account, please contact Cross River Bank at firstname.lastname@example.org or 1-855-733-3683. You are liable for any action or omission by any user of the Site, any Authorized Signors to the Account, and any act or omission of a user or Authorized Signer that breaches this Agreement if taken or omitted shall be deemed to be a breach by you of this Agreement. The Bank may continue to recognize an Authorized Signer’s authority until the Bank has received and had a reasonable time to act upon a revocation or modification request from the Account Owner.
Customer authorizes Cross River Bank to view and obtain information about the Account. Cross River Bank is authorized to transact on the Account as necessary for purposes of reconcilement, fee credits or debits, dispute related adjustments, and any other applicable accounting corrections. By using the Site and the Account, you hereby grant Cross River Bank the right to obtain and use your information. You represent and warrant that your provision of the data to the Bank, and the Bank’s use of that data as authorized herein, will not violate applicable law or the rights of any individual or entity.
C. GENERAL RULES GOVERNING THE BUSINESS DEPOSIT ACCOUNT
The Account and Customer’s obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of the Account is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of New Jersey except to the extent governed by federal law.
1. Deposits to the Account
Make deposits to the Account using any of these methods:
|Transaction Type||Frequency and/or Dollar Limits|
|Direct deposit or ACH transfer initiated from an external financial institution||No limit to the number of transactions per day|
No maximum dollar limit
|Qualifying transfers to the Account via the Portals. A qualifying transfer must originate from an external account owned by Customer or the Account Owner. The external account must be linked to the Account. The owner of the external account must complete the link validation process in order for this transfer feature to be enabled. Up to 5 external accounts can be linked to the Account.||No limit to the number of transactions per day, up to $10,000.00, between all linked external accounts|
|Bank by mail deposit||No limit to the number of deposits per day|
No maximum dollar limit
|Wire transfer||No limit to the number of transactions per day|
No maximum dollar limit
|*Direct deposits, ACH transfers or Bank by mail deposits: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.|
2. Check and ATM Deposits
We do not accept check deposits for this account. ATM deposits are prohibited. Any check deposits mailed to us or deposited at an ATM will be sent back to the Customer’s address on file, by standard U.S. mail.
3. No Cash or Foreign Currency
We are not liable for any deposits, including cash, lost in the mail, lost in transit, or not received by us.
- Cash- We do not accept cash deposits. Any cash deposits mailed to us will be will be sent back to Customer’s address on file, by standard U.S. mail.
- Foreign Currency- We do not accept deposits of foreign currency. Any deposits received in foreign currency will be sent back to Customer’s address on file, by standard U.S. mail.
4. Preauthorized Transfers
The 10-digit Account number and the bank routing number can be used for preauthorized direct debits (“ACH Debit”) from merchants, internet service or other utility service providers (“Merchants”) and for the purpose of initiating direct deposits to the Account (“ACH Credit”). These transfers will be processed under the Operating Rules of the National Automated Clearing House Association (“NACHA”) and Customer agrees to comply with the NACHA rules. Additional information regarding preauthorized transfers is available in Section G, titled “Electronic Funds Transfer Disclosure and Special Terms and Conditions”.
5. Direct deposits or ACH Credits using an external account from another financial institution
The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.
6. Processing Order
We will process items, such as credit and debit items in accordance with our processing order policy. The processing order of these items is important because if your account balance has insufficient funds to pay for the items in the order that they are processed, we may charge you non-sufficient funds fees if we return the item or charge you overdraft fees if we pay the item on your behalf.
7. Deposit Corrections
If funds are incorrectly deposited or transferred into the Account, we may correct the situation by deducting the amount of the erroneous deposit from the Account without prior notice to Customer. If there are not enough funds in the Account at that time, the Account could become overdrawn. See the section below titled “No Overdrafts” for more information about what occurs if the Account has a negative balance.
8. Check Writing Services
Checks are not permitted to be written on this Account. Any check you write will be returned unpaid, even if you have enough money in your account.
9. No Overdrafts
The Account will not be overdrawn by you. If the available balance in the Account is insufficient to cover any authorized payment, withdrawal, or check, we can refuse to honor the payment, withdrawal, or check. If the Account balance should become negative for any reason, a deposit or deposits must be immediately made to cover the negative balance. If the Account has a negative balance for sixty (60) calendar days it will be closed.
10. Unauthorized or Incorrect Debits from the Account
Cross River Bank must be notified no later than 2:30 PM ET on the business day following the date of an unauthorized ACH debit or a debit by check is made to the Account in order for the debit to be returned to the originator. If we are notified after this deadline, we may be unable to return the item; Customer may be responsible for the losses it incurs. To provide notice of an unauthorized or incorrect debit from the Account, please call Cross River Bank at 1-855-733-3683.
11. Levies, Garnishments, and other Legal Processes
If the Account becomes subject to legal action, such as a tax levy or third-party garnishment, we reserve the right to refuse to pay any money from the Account, including checks, ACH debits, debit Card transactions, or other items presented for payment, until the action is resolved. If we are required to pay an attachment, garnishment or tax levy, we are not liable to Customer. Payment is made after satisfying any fees, charges or other debts owed to us. Until we receive the appropriate court documents, we may continue to process transactions against the Account, even if we have received an unofficial notification of an adverse claim. Customer will indemnify us for any losses if we do this.
12. Account Dormancy and Escheatment
If the Account is inactive for a period of time it may be considered dormant and subject to escheatment. Each state has varying laws as to when the Account will be subject to escheatment and we may be required to send the balance in the Account to the state of Customer’s last known address. We will make all reasonable efforts to contact Customer before transferring the remaining balance of the Account to the applicable state. If the Account has an international address, the funds will be transferred to the State of New Jersey.
13. Periodic Statements
Periodic statements for the Account will be available to Customer each month for viewing electronically, and are deemed delivered once notification is sent to Customer’s email address. Carefully review Customer’s statement each statement period and notify us of any discrepancies within thirty (30) days of the statement becoming available.
14. Unlawful Internet Gambling
Restricted transactions are prohibited from being processed through the Account as required by the Unlawful Internet Gambling Enforcement Act of 2006 and Regulation GG. A restricted transaction is a transaction or transmittal involving any credit, funds, instrument, or proceeds in connection with the participation of another person in unlawful Internet gambling. When the Bank has actual knowledge of Customer participating in restricted transactions, the Bank may use its judgment to deny access to and/or close the Account.
D. Cross River Bank VISA® Business Debit Card
This VISA® Business Debit Card Agreement and Disclosure (the “Agreement”) states the terms and conditions governing the Card issued by Cross River Bank under the laws of the state of New Jersey. The initial use, signing, or other acceptance of the Card by any person to which a Card has been issued on behalf of the bank’s business account holder or by another other person You authorize or to use the Card, constitutes acceptance of the Agreement. This Agreement applies only to business or commercial accounts to which one or more Cards are linked.
By making Transactions with the Business Debit Card, You agree to, and to direct all Users to, use the Cards and Accounts to which the Card are linked only for legitimate business purposes and not for personal, family, or household purposes, and to comply with, and be bound by, this Agreement. The VISA Business Debit Card is intended to be used only for business expenses including business-related travel, entertainment, gas, and other expenses. Improper use of the Card may lead to the Card being closed or moved to another product with usages in line with such usage.
The following definitions apply to this section:
- “Account” means Your Cross River Bank business checking account to which a Card is linked.
- “ATM”, “ATM Terminal” or “Automated Teller Machine” means any automated teller machine terminal at which You may use Your Card together with Your PIN to perform transactions.
- “Bank” means Cross River Bank.
- “Card” or “ATM/Debit Card” means Your Cross River Bank Business ATM/Debit Card issued by the Bank and any additional cards, replacement cards or renewals.
- “Electronic Banking” means services that allow You to access the Account using ATMs, telephones, and other devices to make deposits, transfers, or withdrawals to or from the Account.
- “Electronic Transfer” means any electronic banking transaction, including deposits or withdrawals accomplished electronically as well as all transfers resulting from Card transactions, even if an electronic terminal in not involved at the time of the transaction.
- “PIN” means Your personal identification number.
- “POS Terminal” means an electronic terminal at which You can use the Card and PIN to pay for goods and services by debiting Your Account.
- “POS Transaction” or “Point of Sale Transaction” means a transaction in which You use Your Card together with Your PIN, or Your Card alone, to pay for goods or services by debiting Your Account.
- “Service” means a telephone banking, internet access product or point-of-sale service.
- “We”, “Us”, “Our” means the Bank.
- “User” means You and any other person You authorize or permit to use the Card.
- “You” and “Your” or “Customer” means each person who issued a Card on behalf of the Bank’s business account holder.
2. Our Responsibility
You assume responsibility for all transactions arising from use of the Card by any User, whether such use is with an ATM, banking terminal, electronic funds transfer device, any debit program or any other means of access. If You have authorized another person to use the Card in any manner, that authorization shall be deemed to include the authorization to make withdrawals or transfers of funds to or from the Account and any account to which the Card is linked, and such authorization shall be deemed to continue until You have taken all steps necessary to revoke it by preventing such use by that person, including without limitation, notifying the User and contacting us to inform us that the User is no longer authorized. Use of the Card via PIN with an ATM allows the User access to all associated accounts.
3. Your Agreement to Pay
You agree to pay Us on demand for all purchases made and, services rendered by or to any User of the Card. Except as specifically prohibited by law or regulation, You hereby waive as against us all of Your claims, defenses, rights and offsets now or hereafter existing against any merchant or other payee for services or merchandise acquired with the Card. Cancellation of a Card or termination of the Account shall not excuse our obligation to pay for all purchases or together transactions incurred against or in connection with the Account through the effective time of cancellation of termination. This liability will be joint and several.
4. Card Ownership, Termination
The Card is not transferrable, remains the property of the Bank, and shall be surrendered upon request. You may surrender the Card(s) to terminate this Card Agreement. Your termination will be effective once all Cards issued on the Account have been closed. However, this Card Agreement shall remain in effect of purchases made and services rendered by or to any User of the Card. We may cancel the Card at any time without notice. If We do so, all Users will surrender the Card(s) immediately upon our request of the request of our agent. The Bank, in its sole discretion, may terminate use of the Card at any time and may withhold approval of any transaction at any time.
Except as may be prohibited by law or regulation, You hereby waive as against us all claims, defenses, rights, and offsets You or any User now or hereafter may have against any merchant or other payee for merchandise or for services acquired by use of the Card or through any Electronic Banking product.
We may, from time to time, limit the type, number, and dollar amounts of any withdrawals, transfers, or deposits made by Users of the Card, notwithstanding the amount in the Account, and terminate or suspend the operation of any or all electronic transfer devices or merchants, without notice, unless required by law or regulation.
7. Account Agreement
All transactions arising from the authorized use of the Card shall be subject to and controlled by the terms of this Agreement and other contractual relationship with Us regarding the Account. Please consult those agreements for more information about the terms and conditions of the Account, including without limitation overdraft fees. In the event of a conflict between the Agreement and the Account agreement, this Agreement will control with respect to the subject matter herein.
8. Illegal Transactions and Internet Gambling.
You agree not to use Your card(s) for illegal gambling or other illegal purpose. You must not use Your Card or Account to fund any account that is set up to facilitate internet gambling. We may deny transactions or authorizations for merchants who are apparently engaged in or who are identified as engaged in the internet gambling business. Display of a payment card logo by, for example, an online merchant does not necessarily mean that transactions are lawful in all jurisdictions in which the cardholder may be located. Your use of the Card as part of any unlawful activity will not relieve You of Your duty to pay any amounts due including any overdrafts to us, and You will remain fully obligated to pay any overdrawn balance or indebtedness incurred.
9. Business Purpose
You warrant and agree that the Cards will only be used by Users for business purposes and will not be used for personal, household, or family purposes. You acknowledge and understand that the Card shall not be treated as a consumer card under the provisions of state and federal law. You agree to provide written instructions to all Card users that the Card shall not be used for consumer purposes. We assume all Card transactions are for business purposes. We do not monitor transactions to determine their purpose.
10. Use of Card
You or any User may use Your Card and PIN to:
- withdraw cash from Your other accounts.
- make deposits into Your other accounts);
- transfer funds between Your accounts;
- make balance inquiries on Your account; or
- use Your card at any merchant that accepts Visa debit cards for the purchase of goods and services.
- VISA PIN-LESS DEBIT TRANSACTIONS. When You use Your card on the ACCEL/Exchange, INERLINK, MONEYPASS, NYCE, CIRRUS, VISA AND PLUS network(s) the transaction may be processed as a debit transaction without requiring PIN authentication (“PIN-less”). Transactions that are completed as PIN-less debit transactions will not be processed by Visa and may post to Your account as an ATM or Debit transaction rather than a Visa purchase. The provisions of the Visa cardholder agreement that relate only to Visa transactions are not applicable to non-Visa transactions.
- Transactions completed as PIN-less debit transactions include, but may not be limited to, government payments, utilities, and property management fees.
Some of these services may not be available at all ATM Terminals or POS Terminals. In addition, We will accept preauthorized transfers from the Account in accordance with the procedures set forth by Us.
11. Limitations on your Transactions
The Card has daily purchase limits and daily ATM cash withdrawal limits. Please note that limits are subject to change. These limit changes will be made to protect You and/or the Bank.
- Due to certain state banking laws currently in effect, You may not be able to make deposits at certain locations.
- The immediate use of deposited funds is restricted by agreements governing accounts of the Bank.
- There are limits on the amount of cash You or any User may withdraw or transfer immediately after a deposit is make.
- The Card may be cancelled or revoked or limited in their use at any time by us or our agreement.
- Neither You nor any User may pay for purchases at a POS terminal or otherwise from any Account that is a savings account.
Daily Limits for Business Debit Cards:
|Transaction Type||Frequency and/or Dollar Limits**|
|Online ATM Cash Withdrawal||No limit to the number of times per day, up to $1,010.00 per day|
|Offline ATM Cash Withdrawal||No limit to the number of times per day; up to $500.00 per day|
|In-person Point of Sale Transactions||No limit to the number of times per day, up to $3,000.00 per day|
|Online Point of Sale Transactions||No limit to the number of times per day, up to $3,000.00 per day|
|Offline Point of Sale Transactions||No limit to the number of times per day, up to $1,500.00 per day|
|*ATM Owner-Operators and merchants may impose their own fees and lower limits on cash withdrawals.|
**Limits may change based on the length of time the Account has been open, transaction history and overall Account standing.
12. Limits on Debit Card Transactions
You may use the Card only if the available balance in Your Account will be sufficient to pay the amount of the Purchases, Cash Withdrawals, and ATM transactions or POS Transactions. Any purchase or cash withdrawal may be subject to authorization by Us or by a VISA authorization center and no authorization will be given if the amount of all outstanding purchases and cash withdrawals will exceed Your available balance of Your applicable daily limit.
13. Authorization to Debit or Credit Account
Each time Your Card is properly used You authorize the Bank to debit or credit Your Account (whichever is appropriate) for the total amount shown on any sales draft, withdrawal order or credit voucher originated by use of the Card, whether or not signed by You, and the Bank is permitted to handle such sales drafts, orders, and vouchers in the same way it handles authorized checks drawn on Your Account.
14. VISA Account Updater
Visa requires Us to participate in the Visa Account Updater (VAU) service. This service provides updates to participating merchants who maintain Your Card information on file to process Your preauthorized payments. It allows merchants to receive updated Card information when You receive a new Card for any reason such as expired, lost or stolen cards. VAU enables the secure, electronic updating of Your Card information in a timely and efficient manner.
Whenever Your Account is overdrawn, We have the right to return unpaid any items or other such orders on Your Account which are presented to the Bank and to assess a service charge for making such returns.
16. Fees and Charges
You agree to pay all fees We charge in connection with the Card and the Electronic Banking services You obtain. We reserve the right to institute a standard charge or charges for the issuance, reissuance, or use of a Card or for the reinstatement of any Card privileges that have been suspended.
We do not charge a transaction fee for using an Automatic Teller Machine or POS Terminal in the United States. Provided however, when You use an ATM not owned by Us, You may be charged a fee by the ATM operator or any network used. Be advised the ATM operator may charge for a balance inquiry even if You do not complete a fund transfer.
If You travel and/or use Your Card outside of the United States, there will be an international service fee added to Your overall transaction. The International Service Assessment is equal to 1% of the transaction. If the transaction is done online, Visa will use the merchant’s country code when determining if this fee will be charged. See Section 28 Foreign Transactions for more detail.
There is a Currency Conversion Assessment which is related to the conversion of your transaction into US currency. The fee will only be applied if the transaction requires currency conversion. The calculation of this fee is .3% of the total transaction amount.
Use of a Card after notice of cancellation is fraudulent and will subject You or any User of the Card to legal proceedings.
18. Lost or Stolen Cards
You agree to promptly notice Us in the event that any Card is lost or stolen, or You suspect any other unauthorized use of any Card. IN NO EVENT SHALL YOU WRITE YOUR PIN ON THE CARD OR KEEP ANY WRITTEN RECORD OF IT ON ANY MATERIAL KEPT WITH THE CARD. The Bank may be contacted at the following address or phone numbers: Call Us at: 1-855-733-3683 OR Write to: Cross River Bank 885 Teaneck Road Teaneck, NJ 07666
19. Use of Card in Connection with a Check That Will Be Dishonored
You shall not use the Card for any purpose that aids the negotiation of a check that You know will be dishonored when presented for payment. You agree that if We purchase any check drawn or endorsed by You and verified by use of the Card, or duly endorsed or assigned to Us by the payee or endorsee of such a check, and the check is thereafter dishonored, You will pay the amount of the check to Us upon demand. If You refuse to pay the amount of the check to Us upon demand, We may deduct the amount from any account You have with Us including charging a cash advance to Your line of credit account with Us.
20. Use of Card for a Service
If You use the Card of a Bank-approved Service, and We approve such use of the Card, You agree to the transfer of money in the Account to the accounts of third parties You designate. Such transfer will be made upon Your instructions by use of a telephone or by other means acceptable to Us. You agree to allow a reasonable period of time (at least five (5) business days) for a third party to receive the payment. You agree that We will not be responsible for any delays caused by mail service or any third party or termination of service caused by a delay in a third party’s receiving or processing a payment. You agree to notify Us of any change in Your address or account with a third party, including a change of account number.
21. Account Statements
Your regular monthly Account statement will reflect each Point of Sale Transaction and each ATM transaction charged to Your Account for the applicable monthly account cycle, each credit applied to Your Account during the applicable monthly account cycle, and all related fees (if any) charged to Your Account during the applicable monthly account cycle. Even if there is no activity relating to Your Account for the applicable monthly cycle, You will receive a regular monthly statement.
22. Right to Stop Payments
You are not permitted to stop payment on any Point of Sale Transaction or cash withdrawal originated by Your use of the Card, and We have no obligation to honor any such stop payment requested by You, except as provided in this section below. If You have authorized a merchant to automatically make preauthorized payments from Your account, You may make a request to stop any of the payments. To stop a payment: call Us at: 1-855-733-3683 OR write to: Cross River Bank 885 Teaneck Road Teaneck, NJ 07666
We must receive Your call or written request at least ten (10) business days prior to the scheduled payment. Please provide the following information when You call or with Your written request:
- Your account number,
- the date the transfer is to take place,
- to whom the transfer is being made, and
- the amount of the scheduled transfer.
If You call, We may require You to put Your request in writing and deliver it to Us within fourteen (14) days after You call.
23. Limitations on Bank Responsibilities
We will not be liable for failing to process or complete an electronic banking transaction to or from Your Account unless You prove the failure was caused by Our willful misconduct or gross negligence and caused You actual harm. In no event will We be liable for not processing or complete an electronic banking transaction if:
- through no fault of the Bank’s, You do not have enough money in the Account to make the transfer;
- We are legally restricted from transferring the funds in the Account;
- circumstances beyond Our control, (including but not limited to telecommunications outages or interruptions, computer failure, postal strikes and other labor unrest, delays caused by payees, fire, floods, or other natural disasters) prevent the transfer, despite reasonable precautions that we have taken;
- the ATM where the User is making the transfer does not have enough cash;
- the ATM, POS terminal or other applicable system was not working properly and the User should have known about the breakdown when the User started the transfer;
- Bank’s internet banking was not working properly due to the failure of electronic or mechanical equipment or communications lines, telephone or other connectivity problems, normal maintenance, unauthorized access, theft, operator errors, severe weather, earthquakes, floods, and strikes or other labor problems;
- We have not received proper authorization and notice;
- the merchant or financial instruction declines to accept the Card;
- there is an allegation of fraudulent activity concerning the Account;
- the Card and/or PIN has been reported lost or stolen or We have cancelled the Card and/or PIN; or
- other rules, regulations, or agreements of the Bank so provide.
We make no warranties to You or any User, express or implied, regarding the services provided under the Card Agreement, including without limiting the foregoing, warranties of merchantability or fitness for a particular purpose. In no event will We be liable to You or any User for consequential, incidental, punitive, special, or indirect damages or losses, including expenses such as attorneys’ fees, incurred by You or any User by reason of using Our services regardless of whether such loss of damage was foreseeable or known to us. We will not be liable for any personal injury or tangible property damage suffered or incurred by You or any User through use of attempted use of the Card at any terminal.
24. Notification of Unauthorized Use
You shall immediately notify the Bank of any loss, theft, disappearance or known or suspected unauthorized use of the Card. Such notice shall be provided by telephoning 1-855-733-3683 to report Your Card lost or stolen and You will be transferred to the appropriate department that will be able to assist You with cancelling Your card. Upon request, You shall confirm telephone notice in writing. You shall be obligated to pay the Bank the amount of any money, property, or services obtained by the authorized use of the Card to the extent that the Bank is unable to charge such amounts to the Account, and You hereby authorize the Bank to charge the amount of any such obligation to any other of Your accounts at the Bank.
25. Customer Liability
Various Transactions. You will have several different levels of liability for unauthorized transactions, depending on the circumstances.
Customers should not keep their PIN with their Card, or, provide their PIN to anyone else as this is considered gross negligence and negates any rights in case of unauthorized transactions.
26. Signature-Based Transactions Are Covered By Visa Zero Liability
This applies to any fraudulent signature-based transactions processed on the VISA or Plus network, whether online or offline, which is reported within 60 calendar days after We send You the regular monthly statement showing such transaction. Please refer to the Visa Zero Liability program.
27. Limitations on Use of Card
Customer may not:
- request any transaction at an ATM Terminal or POS Terminal if Customer knows or is informed by or at such terminal, or by a clerk, that such terminal is malfunctioning or not operating;
- attempt to initiate any transaction in connection with an Account which has been closed by Customer or the Bank, or which is subject to legal process or other encumbrance; and/or
- request a withdrawal or transfer of funds from an Account if the withdrawal or transfer would overdraw the Account; a withdrawal or transfer in an amount in excess of any dollar limitations imposed by the terminal operator; or a withdrawal which exceeds any limits as established and disclosed by the Bank.
Neither the Bank nor terminal owner is liable to Customer if the transaction is not completed and Customer has violated any of these Rules.
28. Refunds on Purchases
Cash refunds will not be made to You on Purchases made with Your Card. If a merchant who honors Your Card gives You credit for merchandise returns or adjustments, the credit will be applied to Your Account. Unless Your use of the Card results in an extension of credit, any claim or defense with respect to property or services purchased with Your Card must be handled by You directly with the merchant or other business establishment which accepts the Card and any such claim or defense which You assert will not relieve You of Your obligation to pay the total amount of the sales draft plus any appropriate charges We may be authorized to make.
29. Foreign Transcations
If Your Card is used to affect a transaction in a foreign currency, the transaction amount will be converted to US Dollars by VISA International. VISA converts foreign currency to US dollars using either the government-mandated exchange rate or the wholesale exchange rate in effect one day before the date of the conversion, as applicable. The date of conversion by VISA may differ from the purchase date and the posting date identified in the regular monthly statement for Your Account. There is an International Service Assessment charge equal to (1%) of the total transaction. You agree to pay charges and accept credits for the converted transaction amounts in accordance with the terms of this paragraph.
30. Other Agreements
All terms, conditions, and agreements which govern Your Account (whether set forth in Your Account Agreement & Disclosure Statement, in any related rules and regulations or otherwise) also apply to the Card except where the rules set forth in this agreement and disclosure provide differently. In the event of conflict, this Agreement will control regarding Card usage.
31. In Case of Errors or Questions
Please email us at email@example.com, or telephone us at 1-855-733-3683 as soon as You can, if You think Your statement or receipt is wrong or if You need more information about a transaction listed on Your statement or receipt.
You acknowledge and agree that the PIN is a commercially reasonable method of verifying whether any transfer or other payments were authorized by any User. You further acknowledge and agree that the PIN is not intended, and that is commercially reasonable that the PIN is not intended, to detect any error to, or arising out of a transfer or other payment.
You may not sell, assign, or transfer the Account of this Card Agreement or any of its rights or obligations under this Card Agreement. We may sell, assign, or transfer the Account, or any balance due thereon, and Our rights and obligations under this Card Agreement without prior notice to You or Your consent.
If any provision of this Card Agreement is deemed to be void or unenforceable by a court of competent jurisdiction, or by any governmental agency, such provision shall continue to be enforceable to the extent permitted by that court or agency, and the remainder shall be deemed stricken from this Card Agreement. All other provisions of this Card Agreement shall remain in full force and effect.
35. Section Headings
Section headings are for convenience only and do not in any way limit or define Your or Our rights or obligations hereunder.
36. Governing Law
The law of the United States and the laws of New Jersey regardless of Your or any User’s place of residence. This Card is issued under the laws of the state of New Jersey. All transfers are agreed to be originated within the State of New Jersey. You and each User hereby consent to the service of process, personal jurisdiction and venue in the state and federal courts in New Jersey and select such courts as the exclusive forum with respect to any action or proceeding brought to enforce any liability or obligation under this Agreement.
37. Disclosure of Information to Third Parties
38. Digital Wallet
Adding a Card. You can add Your Card to a digital wallet by following the instructions of the digital wallet. The digital wallet may not be accepted in all places where Your Card is accepted. We may terminate the ability for You to add the Card to a digital wallet at any moment.
Remove Your Card from the Digital Wallet. You should contact the digital wallet service provider to remove a Card from the digital wallet.
Card Responsibility. You are solely responsible for maintaining the security of Your digital wallet credentials (including user identification, password or other access credentials). If You share these credentials with any other person, You expressly authorize them to access Your personal information, access Your Accounts and initiate charges to Your Cards using the digital wallet service.
No Liability for the Digital Wallet. We are not provider of the digital wallet and we are not responsible for providing the digital wallet service to You. We are only responsible for supplying information securely to the digital wallet provider to allow usage of the Card in such digital wallet, We are not responsible for any failure of the digital wallet or the inability to use the digital wallet for any transaction, We are not responsible for the performance or non-performance of the digital wallet provider or any other third parties regarding any agreement You enter into with the digital wallet provider or associated third-party relationships that may impact Your use of the digital wallet. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK, AND WE ARE NOT RESPONSIBLE FOR THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, OR ACCURACY.
E. RESPONSIBILITIES, LIABILITY, AND LIMITATIONS
1. Customer’s Acknowledgement
Customer acknowledges (i) the inherent risks and responsibilities associated with conducting business via the internet and that there can be no assurance that inquiries or transaction activity will be completely secure, despite any security procedures established by us such as firewalls, passwords, and data encryption. Customer also understand that access to the Site will not be free from delays, malfunctions, or other inconveniences generally associated with this electronic medium, and further agrees we are not responsible for any such delays, malfunctions, or inconveniences; (ii) Customer and Authorized Signers are responsible for maintaining all equipment required for its access to and use of the Account; and (iii) Customer authorizes the Bank, or any third party on Cross River Bank or Bank’s behalf, to serve as agent in processing transaction instructions received from Customer via the internet, and to post such transactions to the Account. Customer will be solely responsible for the timeliness, accuracy and adequacy of the data entered as well as the completeness of any instruction entered.
2. Information Processing and Reporting
The Bank will not be responsible for determining the accuracy, timeliness or completeness of any information or instructions that an Authorized Signer provides to us for any service related to the Account. Customer agrees to maintain adequate backup files of the data it submits for a reasonable period of time in order to facilitate any needed reconstruction or reprocessing of Customer’s transactions (e.g., due to a telecommunication failure). If we are unable to provide a processing services for any reason, we will take reasonable steps to resume processing within a reasonable timeframe.
3. Unauthorized Transactions and Errors
The Bank’s security procedures are not designed for the detection of errors (e.g. duplicate payments or errors contained in Customer instructions). We will not be obligated to detect errors by Customer, Authorized Signers, or others, even if we take certain actions from time to time to do so. It is Customer’s responsibility to notify Cross River Bank immediately at 1-855-733-3683 upon belief any security information (such as passwords, or other credentials) has been lost, stolen or otherwise made available to an unauthorized person, or that someone has viewed, downloaded, or deleted electronic records from the Account without Customer’s permission, or if Customer or an Authorized Signer suspects any fraudulent or unauthorized activity (including errors) on the Account. Customer further agrees to comply with all notification requirements set forth in this Agreement. Customer’s liability for any unauthorized transactions (including errors) will be determined based on the terms set forth in this Agreement. Customer agrees to promptly repay any amount erroneously credited to the Account. Please see also the paragraph 14 of Section C (Unauthorized or incorrect debits from the Account) for additional details.
4. Data and Information Supplied by Customer
Customer shall transmit or deliver data and other information in the format provided for in this Agreement. Customer shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. Customer acknowledges and agrees that the Bank shall not examine the data for correctness and that the Bank shall not have any responsibility for detecting errors in the data transmitted by Customer. The data transmitted by Customer must be legible, correct and complete. The Bank shall not process, nor will the Bank be liable to Customer for failure to process, the data if it is not in the format specified by the Bank or if the data is incomplete. The Bank shall not be liable for errors or omissions caused by data that is rejected as the result of Customer’s failure to provide the data in accordance with the standards specified in this Agreement, or applicable instructions. Customer agrees that Customer shall be solely liable for, and the Bank shall not have any liability whatsoever for, any data or other information that is not received by the Bank or for any data or other information that is intercepted or altered by an unauthorized third party. Customer agrees that the Bank has no obligation to accept any data or other information and, therefore, may reject any data or other information transmitted or delivered by the Customer in connection with this Agreement.
5. Data Review
Customer has sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by the Bank and delivered to Customer in connection with the Account. Customer agrees to carefully review all records and other information provided or made available to Customer by the Bank and to report any discrepancies within thirty (30) days of Customer’s receipt of the record or other information showing such discrepancies. Customer’s failure to promptly report to the Bank within such specified time the existence of any discrepancies in any record or other information constitutes Customer’s acceptance of the record or other information as valid and accurate and shall preclude Customer from asserting against the Bank any claims arising from or any loss caused by the discrepancy.
6. Current Day Balance Information and Current Day Transactions
Customer acknowledges that Account information regarding the current day may change. For instance, over the counter items may not be reflected and interruptions in communications can occur and the Bank shall not be responsible for current day balance or current day transaction information. Customer acknowledges that Customer’s decisions based on Bank’s information on current day balances and current day transactions must take into consideration information that is known or should be known to Customer and to Authorized Signers, or Customer’s employees and not known to the Bank or not reflected in the current day balance or transaction information Customer obtains from the Bank.
F. WIRE TRANSFER SERVICES
The following provisions apply to funds transfers Customer sends or receives through the Bank (“Wire Transfers”).
The Uniform Commercial Code (“UCC”) includes provisions relating to Wire Transfers. The provisions define the following terms: funds transfer, payment order and beneficiary. The terms are used here as they are defined in Article 4A of the UCC titled “Funds Transfers” as adopted by the state whose law applies to the account for which the funds transfer service is provided. In general, a funds transfer is the process of carrying out payment orders that lead to paying a beneficiary. The payment order is the set of instructions given to the Bank to transfer funds. The beneficiary is the person or business who received the payment.
Subject to the terms and conditions of this Agreement, as well as the Wire Transfer Agreement, Customer hereby authorizes the Bank and the Bank hereby agrees to honor, execute and charge to the Account all telephonic or online requests, if online service is available, by Authorized Signers for the Wire Transfer of funds.
1. Fedwire/Wire Transfers
Fedwire is the electronic funds transfer system of the U.S. Federal Reserve Banks. When a payment order is sent or a funds transfer received, we or other banks involved in the funds transfer may use Fedwire. If any part of a funds transfer is carried out by Fedwire, the transfer is governed by Regulation J of the Federal Reserve Board.
2. Cutoff Times
We have cutoff times for processing payment orders. If the Bank received Customer’s payment order after 3:00 pm ET, Monday through Friday or a federal holiday, it may be processed on the next funds-transfer business day.
For incoming wire payments to the Customer, if the payment is received after 5:00 pm ET, Monday through Friday or a federal holiday, it will be processed as soon as possible and funds made available during the next business day.
3. Security Procedures
An Authorized Representative giving the Bank a Wire Transfer instruction or the Customer will receive a call back from the Bank’s Wire department to confirm authenticity and verification of Wire instructions. Customer further agrees to comply with any other security procedures that the Bank adopts now or in the future for initiation of Wire Transfers (“Security Procedures”). You agree that any and all users of the Account are Authorized Representatives with the authority and power to use the Account and its features such as wire or ACH services. In addition, you assume full responsibility for the consequences of any misuse or unauthorized use of or access to the Account or disclosure of any confidential information or instructions of yours by your employees, agents, or other third parties.
You authorize us to follow any and all instructions entered and transactions initiated using applicable Security Procedures and acknowledge and agree to be bound by any and all actions (“Entries”) initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or content of communications or Entries initiated by you and that you bear sole responsibility for detecting and preventing such error.
You agree to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to your customers, to the extent applicable. You agree to notify us immediately, according to notification procedures prescribed by us, if you believe that any Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons other than you or your customer or if you believe that any transaction or activity is unauthorized or in error.
We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures, or to cancel or replace any Security Device, at any time in our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.
4. Requesting a Wire Transfer
You must designate the Account from which the wire is to be made; the name of the payee, the payee’s account number, the payee’s address, and the receiving bank information, including: ABA number, bank name, and address. If you provide both the account name and account number for the account to receive the wire transfer, we will have no liability to you as long as the wire transfer proceeds are credited to the account number provided, even if the name associated with such account is not the same as the name you provide. Wires will be processed by the Bank periodically throughout the business day.
5. Amending or Canceling Wire Transfers
Customer may only amend or cancel a payment order prior to the funds transfer being sent by the Bank. The Bank may make a reasonable effort to act on such amend/cancel requests, but the Bank is not liable to Customer if, for any reason, a payment order is not amended or cancelled. Customer agrees to reimburse the Bank for any costs, losses or damages incurred in connection with such request to amend or cancel a payment order.
6. Inconsistency of Name or Number
When receiving a payment order, payment may be made by the Bank, or by other banks, to which the payment order is forwarded, based solely on the account number even if the account number identified a beneficiary different from the beneficiary named by the originator of the payment order. Furthermore, when receiving a payment order, we may rely, and any other banks to which the payment order is forwarded may rely, on the bank identification number provided in the payment order even if the identification number identifies a bank different from the bank named by the originator of the payment order.
7. Sending a Wire Transfer
We may select any intermediary bank, funds transfer system, or means of transmittal to send payment orders. Our selection may differ from those indicated in such instructions. For outgoing wire transfers, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
|Outgoing Wire Transfer||No limit to the number of Wire Transfers per day;|
$50,000.00 per Wire Transfer;
up to $50,000.00 per day
8. Notice of Rejection
The Bank may refuse to accept payment orders. International Wires will be refused. The Bank will notify Customer of any rejection electronically or orally. The Bank is not liable for the rejection or obligated to pay interest for the period before Customer receives timely notice of rejection.
9. Discrepancies or Questions About Payment Orders
The Bank will provide Customer notice about funds transfers by listing them on the periodic statement for the Account. In some cases, we may also notify Customer electronically or in writing. Notify Cross River Bank at once if a funds transfer shown on Customer’s statement or notice appears to be incorrect.
10. Receiving a Wire Transfer
The Bank may receive instructions to credit funds to the Account. We may receive a Wire Transfer directly from the sender, through a funds transfer system or through some other communications system. For incoming Wire Transfers, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
|Incoming Wire Transfer||No limit to the number of Wire Transfers per day;|
No maximum dollar limit
G. ELECTRONIC FUNDS TRANSFER SPECIAL TERMS AND CONDITIONS
The 10-digit Account number and bank routing number can be used for ACH Debits and ACH Credits (as defined in Section C.5).
Note: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.
1. Cut-off Time
The business day cut-off time for scheduling ACH transfers is 5:30 PM ET. Any transfer scheduled after the cut- off time will be treated as if it were scheduled on the next business day.
2. Transaction Limits.
For outgoing ACH transfers originated from the Account, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
|ACH transfers to an external account||No limit to the number of payments per day|
$50,000.00 per ACH transaction;
up to $50,000.00 per day
3. Electronic Funds Transfer Services
The following terms are used to describe Electronic Funds Transfer (“EFT”) services. “Automated credits” or “direct deposits” are deposits made to the Account by electronic means. “Automated debits” and “automated payments” indicate payments authorized by Customer to be made from the Account by electronic means.
When Customer accepts direct deposits or authorize automatic payments/debits or transfers to or from the Account, the following special terms and conditions apply.
The 10-digit Account number and bank routing number can be used for ACH Debits and ACH Credits.
Note: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.
4. Notice Disclosure
Under the operating rules of the National Automated Clearing House Association (“NACHA”), which sets the rules for Account ACH transactions, we are not required to give next-day notice of receipt of an ACH item, and we will not do so. However, we will continue to notify Customer of the receipt of payments in the periodic statements.
5. Choice of Law Disclosure
Because the Account is a business account and not for personal, family or household use, these payments are not subject to the Electronic Funds Transfer Act. Customer’s rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state of Delaware as provided by the operating rules of NACHA, which are applicable to ACH transactions involving the Account.
6. Types of Electronic Funds Transfers Available
- Customer may arrange with another party to electronically deposit funds on a one-time or recurring basis directly to the Account.
- Customer may authorize another party, such as a Merchant, to make a one-time or recurring payment(s) using the Account and bank routing numbers, directly from the Account subject to the established limitations on withdrawals and transfers.
7. Direct Deposits or Automated Credits
If Customer has arranged to have direct deposits made to the Account at least once every sixty (60) days from the same person or company, Customer may call 1-855-733-3683 to find out if the deposit has been made.
8. How to Stop Payment of Preauthorized Transfers
A scheduled one-time preauthorized transfer, over the phone or recurring preauthorized transfers using a written authorization form, may be stopped as follows:
If Customer authorized a one-time or recurring payments out of the Account, such payments may be stopped by notifying Cross River Bank by email at firstname.lastname@example.org or calling 1-855-733-3683. If you notify us by telephone, email, or the Cross River Bank Website and/or Mobile App, you may be required to confirm the information provided by writing to us at:
Cross River Bank 885 Teaneck Road Teaneck, NJ 07666
Stop payment requests must include the Account number, the name of the payee, the amount of the item to be stopped, and the date payment was scheduled to be made. Customer must indicate if its intention is to stop only one instance, more than one instance. The request needs to be received by us three (3) or more business days before the payment is scheduled to be made. Oral requests not confirmed in writing to us within 14 days are not binding upon the Bank.
Additionally, to permanently revoke a recurring preauthorized electronic transfer, Customer will need to first instruct the originating third party to cancel the applicable preauthorized transfer using whatever methods the originating third party requires. We may ask Customer to provide us with evidence of such revocation and sign an Affidavit of “Authorization Revoked/Stop All Payments” request with us.
9. Stop-Payment Liability
If Customer orders us to stop payment on any preauthorized transfer according to the requirements above and we fail to do so, we will be liable to Customer for any proven loss or damages, unless:
- Customer failed to give us enough information, proper instructions or sufficient time to act on the stop- payment; or
- We do not receive written confirmation of Customer’s telephone or electronic message request to stop payment within fourteen (14) calendar days, and the preauthorized transfer occurs after the fourteenth (14th) calendar days.
In any case, we will only be liable for actual proven damages if the failure to stop such(s) transaction resulted from a bona fide error on our part. If we pay a preauthorized transfer over a valid and timely stop order, we may re-credit the Account. If we do this, Customer agrees to sign a statement describing the dispute with the payee. Customer agrees to transfer to us all its rights against the payee. In addition, Customer agrees to assist us in any legal action taken against the payee.
10. Disputing Transactions
Electronic transfers made from an account used for business purposes, regardless of account ownership, are not subject to the Electronic Funds Transfer Act and Regulation E. In the case of a discrepancy or questions about electronic transaction(s), call 1-855-733-3683, or send an email to email@example.com as soon as possible.
Customer must notify Cross River Bank to return any unauthorized ACH Debit entry by 2:30 PM ET. If we are not timely notified of an unauthorized ACH Debit entry, we will not be able to return the item without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between Customer and the originator of the entry.
We may disclose information to third parties about the Account, Card(s) or related transactions:
- Where it is necessary for completing transactions;
- In order to verify the existence and condition of the Account or Card for a third party, such as a Merchant;
- In order to comply with government agency, court order, or other legal or administrative reporting requirements;
- Upon Customers written consent;
- To our employees, auditors, affiliates, service providers, or attorneys as needed; or • Otherwise as necessary to fulfill our obligations under this agreement.
H. SCHEDULE OF FEES
All fee amounts will be withdrawn from the Account and will be assessed as long as there is a remaining balance in the Account except where prohibited by law. Any time the remaining balance is less than the fee amount being assessed, the balance of the Account will be applied to the fee amount resulting in a zero balance on the Account.
We do not currently charge any fees for services or transactions carried out.
I. EXPEDITED FUNDS AVAILABILITY
Our general policy is to allow you to withdraw funds deposited in an account on the second Business Day after the day of deposit. Funds from electronic direct deposits will be available on the day we receive the deposit. In some cases, we may delay your ability to withdraw funds beyond the second Business Day after the day of deposit. Our complete policy is summarized below. For purposes of this disclosure, the terms “you”/“your” refer to the customer and the terms “our”/“we”/“us” refer to Cross River. The term “account” includes any checking account, savings account, or other like arrangement established for business purposes.
1. Determining the Availability of Your Deposit
The length of the delay varies depending on the type of deposit and is explained below. When we delay your ability to withdraw funds from a deposit, you may not withdraw the funds. Even after we have made funds available to you and you have withdrawn the funds, you are still responsible for items you deposit that are returned to us unpaid and for any other problems involving your deposit. When we delay your ability to withdraw funds, the length of the delay is counted in Business Days from the day of your deposit.
2. Business Days and Banking Days
For the purposes of Funds Availability, the term “Business Day” means any day other than a Saturday, Sunday or federally declared legal holiday, and the term “Banking Day” means that part of any Business Day on which we are open to the public for carrying on substantially all of our banking functions. If you make a deposit before the close of business 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 the close of business or on a day that we are not open, we will consider the deposit made on the next Business Day we are open.
Funds from wire transfers and electronic direct deposits made to your account will be available on the day we receive the deposit.
4. Longer Delays May Apply
We will notify you if we delay your ability to withdraw funds for any reason, and we will tell you when the funds will be available. They will generally be available no later than the seventh Business Day after the day of your deposit. If you will need the funds from a deposit right away, you should ask us when the funds will be available.