Last updated: March 8, 2022
The Ampla Services are integrated with certain third party servicers, that we call Third Party Servicers. Blue Ridge Bank, Member FDIC (“BRB”) is one of our Third Party Servicers. Deposits in the Ampla Account are held by BRB and insured up to $250,000 by the FDIC. Ampla is not a bank. Ampla works with federally-chartered partner banks to enable banking services.
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 who opens an account. What this means for you: when you open a new account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documentation.
Except for certain kinds of disputes described in the Arbitration provision below, you agree that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND AMPLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury. See the Arbitration provision below.
The Ampla Services
Ampla will provide the Ampla Services to you for the term of this Agreement subject to the payment of applicable Fees and compliance with the terms of this Agreement. As part of the Ampla Services, Ampla hereby grants to you a non-exclusive, non-transferable, non-assignable right to use the Ampla Services, as per the terms of this Agreement. You acknowledge that the Ampla Services are cloud-based hosted services and no copies of the Ampla Services or Ampla System will be delivered to you. The Ampla Services shall be used by you solely for your own purposes and Ampla does not convey any right, title or interest in the Ampla Services or Ampla System to you. Your right to use the Ampla Services shall terminate upon any termination of this Agreement or any suspension of the supply of the Ampla Services to you or to all users.
Intellectual Property Rights
The Ampla System, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the Ampla System, user manuals, technical manuals, and other materials issued to you), appearance, structure and organization, is a proprietary product of Ampla and is protected by copyright and other laws. Title to the Ampla System, and any copy, update, modification or merged portion thereof, shall at all times remain with Ampla. You acknowledge that Ampla expressly reserves the entire right, title and interest in and to the Ampla System, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Ampla System. You shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or utilize any expression of the Ampla System in other than object code form. You shall not alter or otherwise modify the Ampla System. You shall not remove any trademarks, proprietary legends, or copyright notices from the Ampla System, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the Ampla System in any manner. Nothing in this Agreement shall confer or grant to you any Intellectual Property Rights in the Ampla Services or Ampla System.
Account And Users
So long as you are not in breach of this Agreement, you shall be granted a unique and private Account accessible through the Service. The Account shall be a record of your Transactions and Fees. Ampla shall provide you with access codes for the Account. You shall not disclose such codes or permit any third party to use them on penalty of forfeiting the whole of the Account. You assume full responsibility for the use of your Account. From time to time, you will be invited to enter certain preferences and specifications within the Account that will apply to the Ampla Services; you assume exclusive responsibility for such selections even if they contain errors by you, or result in losses to you. Any additional terms and conditions posted to the Site with respect to the Account or specific Ampla Services preferences selected by you are incorporated herein by reference.
An Admin User may be granted administrative rights in your Account, including the right to allow more than one individual User from your organization to access your Account. Where there is more than one User in your Account, you are responsible for all acts and omissions of each individual User. You guarantee that each User shall comply with the terms of this Agreement. Each reference to you in this Agreement shall refer to both you and each of your Users.
Except as required to deliver the Ampla Services or as otherwise required by law, Ampla shall not grant any third-party access to your Account. You shall notify Ampla by email to email@example.com immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code to a third party. This notification must be made to Ampla by the means outlined below and confirmed receipt by Ampla. Ampla may interrupt or refuse all access and any orders made using this password within one (1) business day following the receipt of the notification.
Maintenance And Service Charges
Ampla shall use commercially reasonable efforts to ensure smooth operation of the Ampla Services for the duration of this Agreement. Ampla shall not, however, have any liability whatsoever to you in the event of any failure or bugs in the Ampla Services, or interruptions of the Ampla Services. When made aware either by you or otherwise, of any error, anomaly, malfunction or bug, Ampla shall respond in the manner it determines to be appropriate, or decide to not respond, in its sole discretion.
During the term of the Agreement, Ampla shall maintain, update or replace the Ampla Services and the Site in such a manner as it determines to be appropriate. Ampla may, but has no duty to, provide new versions of the Ampla Services for you in order to correct errors; improve, develop or adapt the existing version; and add new functions and features.
Ampla does not have the obligation to provide any specific developments or error corrections in the Ampla Services or any such future developments or corrections separately, even if specific developments are provided and used in connection with specific Ampla Services. Ampla reserves the right to modify the Ampla Services at its sole discretion, even if such modifications reduce the functionality of the Ampla Services.
Collection, Use, Storage And Disclosure Of Personal Information
YOU HEREBY AUTHORIZE AMPLA TO, DIRECTLY OR THROUGH THIRD PARTIES, MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATION TO VERIFY YOUR IDENTITY. The Ampla Services require certain information concerning you, including but not limited to your name, address, phone number, email address, Bank Account information and other Third Party Servicer account information. You represent that any information you provide to Ampla shall be complete and accurate and you shall promptly correct any errors in the information provided to Ampla.
Ampla reserves the right to keep your Data for the term of this Agreement plus seven (7) years.
You shall use commercially reasonable efforts to secure your Data in your possession or under your control. You assume exclusive responsibility for ensuring the security of your Device and the Data on it. You shall use a password or other security device to lock your Device. You shall immediately notify Ampla of any actual or suspected breaches in the security of Data, whether in your Devices or otherwise. Ampla is not liable for the operation or failure of your Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Third Party Servicers. You will not operate your Device in a manner that does not meet the applicable security requirements of Third Party Servicers. You shall be required to use a Two-Factor Authentication control, in addition to your login, to authorize any wire transfers. You agree that this control is an appropriate security procedure, designed to verify the authenticity of wire transfer orders and not to detect errors in transmission.
It is forbidden for you to use the Ampla Services to, directly or indirectly, knowingly or unknowingly assist in any Prohibited Activity or any illegal activity.
The Ampla Services may not be used for individual consumer use. You must be a business, charitable organization or not-for-profit organization to be party to this Agreement and access to the Ampla Services.
The following Persons are prohibited from using the Ampla Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have procured services from Ampla and have been terminated for cause by Ampla; and (iv) individual consumers.
You shall use the Ampla Services only for good faith Transactions and not for Transactions on behalf of third parties. You shall review Transactions and promptly notify Ampla of any irregularities or actual or suspected unauthorized activity. You shall provide Ampla and, where applicable, the Third Party Servicer, with all of your Data that is necessary for Ampla to carry out a Transaction. Ampla does not have the ability to undo Transactions. Depending on the availability of such services from your Third Party Servicer, Transactions may include, for example, the transfer of Data from you to your Third Party Servicer to initiate an outgoing electronic funds transfer payment or a wire transfer, each from your Bank Account or other account held by you with the Third Party Servicer pursuant to your applicable Third Party Servicer Agreement. You hereby grant Ampla permission to not deliver Transaction Data to a Third Party Servicer where such Data may result, as determined by Ampla or the Third Party Servicer in their sole discretion, in a payment transaction for which your Bank Account or other Third Party Servicer account contains insufficient funds. Ampla offers no guarantee as to the financial results of any Transaction, all of which are the sole and exclusive responsibility of your Third Party Servicers. Ampla makes no representation or warranty as to the accuracy or completeness of any Transaction or other Data all of which is your responsibility. Ampla is under no obligation to monitor the content of Data to, for example, detect fraud by you, Third Party Servicers or other third parties. While certain specific Transaction types are discussed below, there may be other forms of Transactions available from time to time.
Ampla is not party any of your Relationships, being the relationships that give rise to Transactions or your other use of the Ampla Services. You are solely responsible for any Transactions placed through the use of the Ampla Services or other use of the Ampla Services. Ampla shall not be liable for any errors caused by you or interruptions of any hosting company computer systems or communication lines. Where your Relationship or a Transaction relates to the purchase or sale of Product, Ampla has no liability with respect to Product or any third-party supplier thereof.
The Ampla Services are available to you subject to your payment of Fees. Fees are disclosed on the Site, which disclosure is incorporated herein by reference. Ampla may make promotional Fee offers that will not necessarily apply to you. Fees vary depending on the Ampla Services you select. You shall pay Fees and other amounts owing to Ampla no later than fifteen (15) days of the date of the invoice which Ampla provides to you. All Fees and costs are non-refundable. Should you not pay sums owed to Ampla by the agreed upon date, Ampla reserves the right to suspend or terminate the Ampla Services. In addition to suspension and termination rights, Ampla reserves the right to charge interest from the payment due date at the lower of 15% per annum, or the maximum amount allowed by law. Fees are exclusive of all taxes, levies or duties imposed by any national, federal, state or local taxing authorities. You shall be solely responsible for payment of all such taxes. Should Ampla be required to pay any such taxes, you shall reimburse Ampla for all tax payments in full, within thirty (30) days of receipt of an invoice therefore. Third Party Servicers charge their own fees for Third Party Servicer Services; unless otherwise indicated on the Site, Fees hereunder do not include amounts you may owe Third Party Servicers under Third Party Servicer Agreements.
Payment Of Fees And Other Amounts - ACH Consent
Fees shall be paid as per the payment methods that are acceptable to Ampla and integrated with the Account. You grant Ampla the right to debit or ACH the amount of the Fees, plus other amounts due under this Agreement from your Bank Account(s) as per the ACH Consent (set out below). You agree to maintain sufficient funds in your Bank Account to cover the ACH transactions hereunder. The following is the “ACH Consent”: You desire to effect settlement of credits and debits from your Bank Account(s) by means of ACH and/or wire transfer in conjunction with the Ampla Services for you by Ampla. In accordance with this desire, you authorize Ampla and/or its affiliates to initiate debit and credit entries to your Bank Account (the details of which are provided by you through the Account or by other means acceptable to Ampla). You shall maintain sufficient funds in your Bank Account to cover such debit transactions. You state that you have the authority to agree to such transactions and that your Bank Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Ampla receives written notice from you revoking it. This authorization is for the payment of Fees or any other sums owed to Ampla. You certify that the appropriate authorizations are in place to allow you to authorize this method of settlement. All changes to the identification of your Bank Account under this authorization must be made in writing in accordance with the Agreement. You understand that if the information supplied as to the ABA Routing Number and Account Number of your Bank Account is incorrect, and funds are incorrectly deposited, Ampla will attempt to assist you in the recovery of such funds but has no liability as to restitution of the same. Ampla’s assistance in recovering the funds, where available, will be billed to you at Ampla’s current hourly rate for such work. You acknowledge that the origination of ACH transactions to your Bank Account must comply with the provisions of U.S. law.
You hereby represent, warrant and covenant to Ampla that:
- Legal Authority
You have the legal authority to bind your organization to this Agreement and to perform hereunder and under each Third Party Servicer Agreement to which you are a party. You are the exclusive owner of the Account and are not operating the Account on behalf of any third party.
- Legal Capacity
You have the legal capacity to enter into this Agreement and perform your obligations hereunder.
- Business Use Only
You are a business and shall use the Ampla Services for business purposes and not for personal, family or household purposes.
- Notice Of Defects
You shall immediately advise Ampla of defects in the Ampla Services or any claim or threatened claim against Ampla. You shall immediately notify Ampla of any defects in a Product for which a Third Party Servicer has been used as a payment method.
- Compliance With Laws
Your use of the Ampla Services conforms to all applicable laws and the terms of this Agreement.
- Ampla Not Liable For Products
As between you and Ampla, you assume all responsibilities and liabilities associated with any Product that you purchase or sell and your Relationships with sellers of such Products.
- Latest Version Only
You shall promptly install any and all upgrades, bug fixes and other improvements to the Ampla Services, such as they may be from time to time.
- Legal Counsel
You have had the opportunity to review this Agreement with legal counsel prior to accepting the terms hereof.
You shall defend, indemnify and hold harmless Ampla, its directors, officers, employees, agents, assigns, processors, suppliers and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action, costs and expenses (including attorneys’ fees and expenses) arising out of or resulting from: (i) your performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you; (ii) the negligent or wilful acts or omissions of you or your Users, agents and/or employees; (iii) any statements, claims, representations or warranties made by you or your Users, agents and/or employees, relating to the Products or any other matter; (iv) your provision or, or failure to provide Products; (v) any of your Relationships; (vi) your acts or omissions; (vii) you relationship with any Third Party Servicers or any other third party; (viii) any and all tax liabilities associated with Transactions, the sale of Products, regardless of which party has a legal duty to collect and remit the same; (ix) use of the Account; (x) any vendor to you; (xi) attorneys’ fees and other costs and expenses paid or incurred by Ampla in the enforcement of this Agreement, or in collecting any amounts due from you hereunder; (xii) responding to requests for Data or your information by third parties including but not limited to subpoenas or court orders for the same; and (xiii) Transactions or financial transactions of you, Third Party Servicers or other third parties.
Term And Termination
The term of this Agreement shall start on the earlier of the date that you have accepted the terms of this Agreement via the Site, or your use of Ampla Services, and end thirty (30) days thereafter, after which it shall be renewed automatically for additional consecutive thirty (30) day periods, unless earlier terminated in accordance with the terms hereof.
You can terminate this Agreement at any time by closing your Account or by sending notice to Ampla that you wish to terminate this Agreement. Ampla can terminate or suspend performance hereunder at any time for no reason or for any reason without prior notice or consent to you. Ampla also reserves the right to suspend supply of the Ampla Services or terminate this Agreement without prior notice to you in the event that Ampla determines, in its sole discretion, that continuing to perform hereunder would expose Ampla to excessive security, financial or reputational risk.
- Procedure Upon Termination
Upon any termination of this Agreement, you shall no longer be entitled to use the Account, Ampla Services or the Site. Upon request by Ampla at termination, you shall either destroy or return all Ampla Data and documentation related to the Site and Service, in all forms, both complete and partial, in all media. All provisions regarding indemnification, representations, warranties, liability and limits thereon and Confidential Information shall survive termination. Termination of this Agreement shall not relieve you of your obligations to pay accrued Fees or other liabilities of yours hereunder.
Ampla reserves the right to suspend or discontinue the Service at any time at its sole discretion without liability or penalty hereunder.
- Compliance With Laws
Your use of the Ampla Services conforms to all applicable laws and the terms of this Agreement.
- Ampla Not Liable For Products
As between you and Ampla, you assume all responsibilities and liabilities associated with any Product that you purchase or sell and your Relationships with sellers of such Products.
- Latest Version Only
You shall promptly install any and all upgrades, bug fixes and other improvements to the Ampla Services, such as they may be from time to time.
- Legal Counsel
You have had the opportunity to review this Agreement with legal counsel prior to accepting the terms hereof.
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Nothing in this Agreement shall prevent Ampla from collecting, storing, using and disclosing your Confidential Information for the purpose of providing the Ampla Services.
For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products, services or clients. Confidential Information shall include lists, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. Without limitation, the terms of this Agreement shall be Confidential Information of Ampla only.
Limitation Of Liability
THE AMPLA SERVICES ARE PROVIDED ON AN "AS-IS", "AS AVAILABLE", AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMPLA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF USABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE AMPLA SERVICES PROVIDED BY AMPLA OR THAT THE OPERATION OF THE AMPLA SERVICES WILL BE INTERRUPTION OR ERROR FREE OR WITHOUT VIRUSES OR OTHER HARMFUL MATERIALS. AMPLA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE AMPLA SERVICES. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE AMPLA SERVICES IS AT USER’S OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE AMPLA SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AMPLA, ITS SUPPLIERS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF AMPLA HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW OR PURSUANT TO THE ARBITRATION PROVISION BELOW, IN NO EVENT SHALL AMPLA’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN AMPLA AND YOU) EXCEED THE FEES ACTUALLY PAID TO AMPLA BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
AMPLA IS NOT A BANK, FINANCIAL INSTITUTION OR FINANCIAL ADVISORY SERVICE. AMPLA DOES NOT PROVIDE FINANCIAL ADVICE. YOU SHALL SEEK THE ADVICE OF A PROFESSIONAL FINANCIAL ADVISOR (E.G. YOUR BANKER) IF YOU ARE UNCERTAIN ABOUT ANY OF YOUR FINANCIAL TRANSACTIONS.
Ampla shall use its commercially reasonable efforts to perform its obligations hereunder, however, Ampla, its Affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Ampla’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Ampla’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by you. Ampla does not represent or warrant that the Ampla Services suits your needs. In addition, in the event of any failure of the Ampla Services, or in the event Ampla otherwise defaults under any provision of this Agreement, then your sole and exclusive remedy shall be termination of this Agreement and, to the maximum extent permitted under applicable law, you hereby waive and relinquish any and all other rights or remedies it may have at law or in equity.
Any dispute arising in connection with this Agreement will be resolved by binding arbitration whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND AMPLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the foregoing, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and Ampla will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ampla. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. There shall be a single arbitrator who shall be an attorney practicing commercial law in New York. The arbitration shall take place in English.
- Notice Of Arbitration; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a Ampla physical address, then by electronic mail (“Notice of Arbitration”). Ampla’s address for Notice is: firstname.lastname@example.org. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Ampla may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Ampla must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Ampla in settlement of the dispute prior to the award, Ampla will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
- Arbitration Fees
If you commence arbitration in accordance with these Terms, Ampla will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ampla for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions
YOU AND AMPLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ampla agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications To This Arbitration Provision
If Ampla makes any future change to this arbitration provision, other than a change to Ampla’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Ampla’s address for Notice of Arbitration, in which case your account with Ampla will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
- Notices And Electronic Communications
You consent to communication under this Agreement by electronic means. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested or other recognized courier, facsimile or by email: to Ampla at the address set forth above; to you at the address provided therefore upon completion of the Application or registration with the Site; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally or by email, or on the fifth (5th) day following mailing or emailing unless there is a disruption of any kind of postal service.
- Independent Contractor
Neither party has any right to create any obligations on the part of the other party, without the other's prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner.
- On-line Or Written Formation Of Contract
By acceptance of the terms hereof on-line by you or by execution of a written acceptance of the terms hereof by you, this Agreement together with any supplemental agreements and appendices constitute the entire, valid, legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
From time to time Ampla will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site. Ampla reserves the right to make modifications to these Terms of Service at any time and for any reason. Ampla will provide notice of these amendments or revisions to you through the Account or the Site. If the amendment or revision is required in order for Ampla and the Ampla Services to remain in compliance with applicable laws or regulations, then the amendment or revision shall take effect as of when it is posted to the Site. If, on the other hand, the amendment or revision is not required under law, and you do not close your Account within thirty (30) days of notice on the Site of the amendment or revision, then you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Site or by such other means as Ampla may reasonably prescribe. Notwithstanding the foregoing, Ampla reserves the right, without any prior notice or consent, to change the method of access to Ampla Services or the Account. In the event that a change to the Terms of Service will result in an increase of fees, an increase of liability to our users, fewer types of electronic funds transfers, or stricter limitations on the frequency or dollar amount of transfers, you will be notified twenty one (21) days before the effective date of such change.
Neither party shall publish negative statements concerning the other party during the Term of this Agreement. You shall not use the names, logos or marks of Ampla other than as expressly permitted by Ampla.
You may not assign this Agreement, or any rights hereunder, directly or by operation of Law, without the prior written consent of Ampla which consent may be withheld for any reason, at Ampla's sole discretion. Ampla may assign any of its rights or obligations hereunder without prior notice to or consent from you. Any assignment hereof not in accordance with this provision shall be null and void.
This Agreement and the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
- Governing Law
This Agreement is governed by the laws of the State of New York without regard to conflict of law principles. You and Ampla submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under this Agreement. The Ampla Services operate from the Ampla offices in New York, New York and Ampla makes no representation that the Ampla Services are appropriate or available for use in other locations.
No legal action of any kind arising out of this Agreement may be brought by you against Ampla if the event giving rise to said legal action occurred more than one (1) year before the legal action is commenced. To the extent permitted by law, the parties agree to waive their rights to a jury trial or class action.
- Third Party Beneficiaries
Each Third Party Servicer with whom you have a Third Party Servicer Agreement is a third party beneficiary under this Agreement entitled to enforce the rights of Ampla versus you.
Any publicity campaigns by you that mention Ampla, including but not limited to press releases, shall be subject to the prior written approval of Ampla. Ampla may include you in any publicity campaigns, including but not limited to press releases, as well as include you in its public list of customers. You authorize Ampla to display its logo and include “Powered by Ampla” on your user interface to the Ampla Services.
We are under no obligation to provide support for the Ampla Services. Questions, comments or requests submitted to Ampla customer service department shall be handled via the contact information for Ampla provided on the Site.
If you choose to provide input and suggestions regarding the Ampla Services (“Feedback”), you hereby grant Ampla an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Ampla Services and create other products and services.
The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other portions shall remain fully valid and enforceable. In the event that any provision of this Agreement is not enforceable in accordance with its terms, such provision shall be reformed to make such provision enforceable in a manner that provides Ampla the maximum rights and protection permitted at law.
- Whole Agreement
References to “this Agreement” include any Account Fees, schedules, supplementary agreements, addendum, appendices and amendments and any other agreements, schedules appendices and amendments promulgated by Ampla and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise. This Agreement, however, does not apply to any loan agreement, merchant purchase agreement, or other financing agreement you have or may obtain with or through Ampla or any Affiliate of Ampla.
- Contact Information
The Ampla Services are offered by Ampla, LLC, located at 115 W 30th St, Suite 601, New York, NY 10001. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
You may be able to send messages to others through certain functionality on the Ampla Services. You represent and warrant that: (i) you will only send messages to others who have given you their express consent to receive messages; (ii) you, and only you, are responsible for sending messages and Ampla merely acts as a Data transfer service; and (iii) you will indemnify and hold Ampla harmless from any and all claims arising out of your messages. If a recipient of messages you send requests that we prevent you from sending additional messages to them through the Ampla Services, then we will abide by such recipient’s request and block you (and other users of the Ampla Services) from sending messages to such persons.
- Notice To California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Ampla Services or to receive further information regarding use of the Ampla Services.
- Not a Restricted Party
You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
The following terms shall have the meanings indicated below:
“Account” means an account made available to you through which you can transmit instructions or receive information in relation to the Ampla Services;
“ACH” means Automated Clearing House payment transaction;“Admin User” means a User that you have authorized to make Ampla Services selection preferences on your behalf, activate and deactivate other Users and exercise administrative privileges in your Account;
“Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest.
“Ampla”, “Ampla, LLC”, “Platform”, “we”, “our” or “us” means Ampla, LLC d/b/a Ampla f/k/a Gourmet Growth LLC d/b/a Gourmet Growth, a company located at 115 W 30th St, Suite 601, New York, NY 10001;
“Ampla Data” means information concerning the Ampla Services or provided to you by Ampla through the Account or otherwise;
“Ampla Services” means our Site, along with our related websites, networks, applications, mobile applications, and other services provided by us hereunder, a service for businesses including (i) the secure communication of Data between you, Third Party Servicers and Ampla; (ii) the Card Transactions; and (iii) such other services as are available to you through the Account from time to time; excepting, however, any loan agreement, merchant purchase agreement, or other financing agreement you have or may obtain with or through Ampla or any Affiliate of Ampla.
“Ampla System” means a cloud-based system operated by Ampla that allows you to access your Account and initiate Transactions;“
Application” means the paper or online application completed by you when applying for the Ampla Services all of which is incorporated herein by reference;
“Bank Account” means your account, if any, with BRB or another Third Party Servicer;
“Card Transaction” means: (A) Ampla (i) causing a Card to be issued by an Issuer; (ii) Ampla using its own funds to load such Card with Transaction funds; and (iii) permitting you to use the Card to complete a payment Transaction with a Merchant; and (B) after the Merchant has processed the Transaction, you reimbursing Ampla for the amount thereof from your Bank Account or otherwise;
“Card” means (i) a credit or debit card in the form issued under license from Visa, MasterCard; or (ii) any other valid credit card, charge card or debit card accepted as a method of payment by Merchant with Company's prior written approval;
“Data” means your Data or Ampla Data;
“Fees” means those amounts for which you are liable to pay in consideration of the Ampla Services posted on the Site, such as they are from time to time.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction;
“Issuer” means a member of a Payment Network that is in the business of issuing Cards;
“Laws” shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal bylaws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction;
“MasterCard” means MasterCard International, Inc.;
“Merchant” means a Third Party Servicer that is a merchant offering to sell you goods or provide you with services for which you wish to make a payment;
“Payment Network” means any of Visa, MasterCard or any other valid credit card, charge card or debit card accepted as a method of payment by a Merchant or through which an Issuer issues Cards;
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;
“Product” means any product or service for sale or provided by you or for which a Third Party Servicer is used to make payment or for which Ampla Services are used to assist in a payment;
“Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following and/or that is illegal in the United States or in the jurisdiction where the person carrying out the activity is resident, domiciled or located; bath salts and herbals; bill payment services; buyers or discount clubs; cigarettes, tobacco or e-cigarettes; credit counseling or repair agencies; credit protection or identity theft protection services; digital goods including digital currency; direct marketing or subscription offers; inbound or outbound telemarketing businesses including lead generation businesses; infomercial sales; internet, mail or telephone order pharmacies or pharmacy referral services; items that encourage, promote, facilitate or instruct others to engage in illegal activity; items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics; items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; items that promote hate, violence, racial intolerance, or the financial exploitation of a crime; items that promote, support or glorify acts of violence or harm towards self or others; legal fees including bankruptcy attorneys; live animals; medical equipment; multi-level marketing businesses (MLM); obscene or pornographic items; payment aggregators; prepaid phone cards or phone services; purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses; real estate or motor vehicles; rebate based businesses; sales of money-orders or foreign currency; up-sell merchants; using the Ampla Services as a means to transfer funds between bank accounts held in the same name; using the Ampla Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy; using the Ampla Services in a manner that Ampla or any payment card network reasonably believes to be an abuse of the payment card system or a violation of payment card network rules; using the Ampla Services in any manner that could damage, disable, overburden, or impair Ampla including without limitation, using the services in an automated manner; using the Ampla Services in violation of the terms of this Agreement, as reasonably determined by Ampla; using the Ampla Services in a way that in any way assists others in violation of any law, statute or ordinance; using the Ampla Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs; using the services to control an account that is linked to another account that has engaged in any of the foregoing activities; using the Ampla Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about others, registered recipients, or third parties without their consent; using the Ampla Services to intentionally interfere with another person’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code; using the Ampla Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others; using the Ampla Services to send or receive what Ampla considers to be funds for something that may have resulted from fraud or other illegal behavior; using the Ampla Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or weapons including replicas and collectible items; weight loss programs; wire transfer money orders;
“Rules” means the rules and regulations of Payment Networks including those of Visa (available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf) and MasterCard (available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html);
“Site” means getampla.com or such other sites as Ampla indicates are engaged in the supply of the Service.
“Third Party Servicer Agreement” means an agreement between you and a Third Party Servicer concerning the supply of Third Party Servicer Services. The Blue Ridge Bank Agreement is a Third Party Servicer Agreement;
“Third Party Servicer Service” means the services of Third Party Servicers pursuant to Third Party Servicer Agreements, such as, for example, banking services from Blue Ridge Bank;
“Third Party Servicer” means a party to a Third Party Servicer Agreement with you, such as, for example Blue Ridge Bank or an Issuer;
“Transaction” means (i) sending or attempted sending of Data, by way of the Ampla Services, between any of you, Ampla and a Third Party Servicer; or (ii) a Card Transaction;
“Visa” means Visa U.S.A., Inc. or Visa International, Inc.;
“User” means an individual user of your Account for the Ampla Services;
“You” or “you” means the business that has accepted this Agreement, as identified in an Application, on the Site, in the Account or by other means acceptable to Ampla;
“Your Data” or “your Data” means any and all non-public personal information of yours related to Transactions, such as for example, Card information;
“Your Deposit Account” or “your Deposit Account” means a bank account designated by you in the Application, through the Account as the account from which Fees can be debited;
“Your Relationship” or “your Relationship” means the agreement or other relationship between you and a Third Party Servicer or other third party that gives rise to you wishing to use the Ampla Services and carry out Transactions;
“Your Device” or “your Device” means a computer system, tablet or phone used by you to manage Data or your business;
Banking Services provided by Blue Ridge Bank, member FDIC. Card issued by Blue Ridge Bank. All Rights reserved. ©2019-2021 Ampla, LLC.
Please read this Ampla Deposit Account Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions, and disclosures related to the non-interest-bearing demand deposit account (the “Account”) made available to eligible businesses by Ampla, LLC (“Program Partner”), the program partner responsible for managing the Account program, in partnership with Blue Ridge Bank, N.A (the “Bank”).
When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, the Program Partner acting as agent for the Bank, and any of the Bank’s affiliates, successors, assignees, agents, or service providers. When you see the words “you” or “your,” it refers to you, the commercial owner of the Account, as well as your Authorized Users, representatives, officers, agents, and successors.
By opening or continuing to hold an account with us, you agree to be bound by this Agreement as well as any other agreement or document we may provide to you from time to time in connection with the Account.
IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 8 OF THIS AGREEMENT.
1. Account Overview
1.1 How to Contact Us
You may contact us with any questions or concerns regarding your Account. All communication between you and us will be handled by the Program Partner. The best way to contact us is through email at firstname.lastname@example.org. You may also contact us by phone at 833-678-7483 9:00am to 5:00pm Eastern Time, Monday through Friday, excluding federal holidays.
1.2 Type of Account and Eligibility
The Account is a non-interest-bearing non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. To open an Account, you must be a sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership (collectively, “Business Entity”) within the fifty (50) United States, the District of Columbia, and all U.S. territories. Other eligibility requirements may apply. This Account may only be used for business purposes and cannot be used for any personal, family, or household purposes.
We may decline to open an Account for any reason at the sole discretion of the Bank or Program Partner. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.
1.3 “Standard Limit” Accounts and “High Limit” Accounts
Your Account will be subject to either our standard transaction limits (“Standard Limits”) or increased transaction limits (“High Limits”) at our discretion based on various factors related to your business needs and anticipated Account activity. We may review your Account from time to time and change your limits from the Standard Limits to the High Limits, and vice versa.
All other terms contained in this Agreement apply equally to both Standard Limit Accounts and High Limit Customers, unless otherwise stated in this Agreement.
1.4 Online or Mobile Access To Your Account
When you open an Account, you will also be enrolled in an online business banking service or mobile application (collectively, “Online Banking Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Banking Services separate from your Account. If you cancel your enrollment in the Online Banking Services at any time, we may close your Account (see Section 3.13 below).
1.5 Paperless Account
To open an Account, you must agree to go “paperless.” This means that you must (1) provide us with and continue to maintain a valid email address and (2) accept electronic delivery of all communications that we need or decide to send you in connection with your Account by agreeing to our Electronic Disclosure and Consent available at www.getampla.com/legal.
1.6 Authorized Users
You may be given the ability to designate additional individuals (“Authorized Users”) who you authorize to access your Account and/or conduct transactions through your Account. By establishing an Authorized User, you understand that any transaction authorization, instruction or any other action concerning your Account that your Authorized User engages in shall be deemed authorized by you and valid and we are under no obligation to investigate the authorization, instruction or activity. You also agree that you will not hold us liable for acting upon any such authorization, instruction, or activity. We will continue to treat all actions taken by your Authorized User as authorized by you until you revoke the Authorized User’s access to your Account through the Online Banking Services or by notifying us by email at email@example.com. We also reserve the right to terminate your Authorized User’s access to the Account for any reason and without advance notice.
1.7 How To Open an Account
You may open an Account by visiting the Program Partner’s website at www.getampla.com and following the instructions there.
Any person completing the Account opening process or otherwise completing any Account opening requirements represents and agrees that they:
- Are authorized to execute all documents or otherwise complete our requirements in their stated capacity
- Have furnished all documents or other information necessary to demonstrate that authority
- Will furnish other documents and complete other requirements as we may request them
- Certify that, to the best of his or her knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct
We may refuse to recognize any resolution or document affecting the Account that appears to us to be incomplete, improperly executed, or fraudulent.
Important information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account. This means that when you open an Account, we will ask for information that allows us to identify you. We may ask for a driver’s license or other identifying documents for your business, Authorized Users, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.
1.8 Minimum Deposits and Balances
There is no minimum deposit required to open an Account and no minimum balance you need to maintain in your Account.
1.9 Interest Disclosures
This Account is not interest-bearing. No interest will be paid on this Account.
You agree that we may honor and rely upon the instructions or the execution, delivery and/or negotiation of any check, substitute check, draft, withdrawal order, instruction or similar instrument (collectively, “items”) or document by any of your authorized agents regardless of the necessity or reasonableness of such action, the circumstances of any transactions affected by such action, the amount of the transaction, the source or disposition of any proceeds and regardless of whether the relevant items or documents result in payment to the authorized agent or an individual obligation of the authorized agent or anyone else. “Authorized agents” include Authorized Users and any person who has signed a signature card, who is authorized by this Agreement, any resolution or otherwise to access or use the Account. It also includes any person who has been permitted by you or another authorized agent to act on your behalf in dealing with us.
You agree that you may not deny the authenticity, validity, binding effect and authorization of any action we take in reliance upon the instructions, items or documents provided by an authorized agent unless you have previously revoked such person’s authority to access or use your Account by using the Online Banking Services or by emailing us at firstname.lastname@example.org and we have confirmed our acceptance of your notice.
1.11 Death or Incapacitation
You agree that if we receive notification or if we have reason to believe that you or any Authorized User has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your heir, devisee or successor. Until we receive notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Account. Your estate will be responsible for repaying us for any tax liability resulting from payment of your account balance to your estate. You agree to hold us harmless for any actions we take based on our belief that you have died or become incapacitated. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice.
1.12 Our Relationship With You
By opening an Account, we are establishing an Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the Commonwealth of Virginia. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us.
1.13 Third-Party Service Providers
1.15 Cell Phone Communications
By providing us with your cellular phone or other wireless device number, you are expressly consenting to receiving non-marketing communications at that number—including but not limited to prerecorded or artificial voice message calls and text messages—from us and our affiliates and agents. This consent applies to all telephone numbers you provide to us now or in the future. Your telephone or mobile service provider may charge you for these calls or messages. You also agree that we may record or monitor any communications for quality control and training purposes.
1.16 Our Business Days
Our business days are Monday through Friday, excluding federal holidays.
2. Your Account Responsibilities
We strive to keep your Account secure and provide you with tools and services to help you manage your Account. However, there are certain things you should do to protect your Account and your funds.
2.17 Notify Us If Your Information Changes
You must notify us immediately if there is a change to your business or trade name, the names of any individual or Authorized User with access to your Account, telephone number, mailing address, email address or any other information you have provided us so that we can continue to provide you with statements and important notices concerning your Account.
2.18 Keep Track of Your Transactions and Available Balance
It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.
You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to Sections 3.11, 4.5, 4.6, and 6.10 for information concerning errors and unauthorized activity.
2.19 Protect Your Account Information
It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number and statements secure at all times, and be careful about who you share this information with. If the Program Partner provides you with access to Online Banking Services, make sure to also keep your computer or mobile device secure at all times and avoid accessing the Online Banking Services when others can see your screen.
If your Account number mobile device or Online Banking Services login credentials are lost or stolen, notify us immediately to prevent or reduce losses that may occur. Please refer to Section 4.5 for information and applicable deadlines for notifying us of losses or theft.
3. General Rules Governing Your Account
You understand that any payment instruction or activity performed using any Online Banking Services provided to you by the Program Partner shall be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity.
3.20 Deposits Into Your Account
You may make deposits into your Account using any of these methods described below. We do not charge you any fees for making deposits.
Limitations for Low Limit Accounts
Limitations for High Limit Accounts
Direct payments/ACH debits via ACH Origination Service (see Section 5)
ACH transfers to your Account from a connected bank account with another institution (See section 3.7)**
Internal transfers between eligible accounts managed by the Program Partner
* The recipient’s name on any direct deposit or ACH transfer must match the name on the Account or the deposit may be returned to the originator.
** You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.
You understand and agree that to initiate deposits via direct payments/ACH debit, you must comply with the ACH Origination Service security procedures described in Section 5.4 below.
We do not accept cash deposits by mail, or paper check or foreign currency deposits: We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.
- Cash: We do not accept cash deposits made by mail. If you mail us a cash deposit, we will send the cash back to you.
- Paper Checks: If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you have on your Account or send the check back to you.
- Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.
We will send all items back to the address we have for you and we are not liable if you do not receive the items.
You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.
For more information about deposits and when funds from a deposit will be made available to you, please refer to Section 3.2.
3.21 Our Funds Availability Policy
It is our policy to make deposits made to your Account each business day available for withdrawal according to the table below. The end of the business day is referred to as the "deposit cut-off time". If you make a deposit before our cut-off time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.
If you make a deposit via…
And those funds are available…
Internal transfer between two Accounts you have with us
Cash deposit at in-network ATM
The availability of funds transferred to your Account from a connected bank account held by another financial institution follow different rules. Please refer to Section 3.7 for more information. In addition, the availability of any funds credited to your Account as a result of transactions initiated via the ACH Origination Service also follow different rules. Please refer to Section 5 for more information.
3.22 ACH Credit Transactions and UCC Article 4A
Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry shall not be deemed to have paid you in the amount of such entry.
Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.
We may accept on your behalf payments to your Account which have been transmitted through one or more Automated Clearing Houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, unless otherwise specified in a separate agreement that the law of some other state shall govern.
3.23 Problems that Could Occur With Deposits
If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn. Please refer to Section 3.12 concerning overdrafts for more information.
3.24 Transfers To or From Two Accounts You Have With Us
You may transfer funds from one Account in your name to another account in your name held by us that is managed by the Program Partner (an “internal transfer”). There are no limits on the number of internal transfers you may make, and internal transfers are immediately available.
3.25 Withdrawals From Your Account
You may withdraw funds up to the amount of your Available Balance in your Account using any of the following methods and subject to the following limits:
Limitations for Your “Normal Limit” Account
Limitations for Your “High Limit” Account
Internal transfers between eligible accounts managed by the Program Partner
ACH transfers from your Account to a connected bank account at another institution* (See Section 3.7)
ACH transfers from your Account to another bank account via ACH Origination Services (See 5)
ACH transfer to a merchant or other third party you authorize to withdraw from your Account using your routing number and account number
$100 minimum per wire transfer
$100 minimum per wire transfer
* You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.
You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.
Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.
3.26 Transfers To or From Connected Bank Accounts
You may be provided with the ability to link another bank account you have with another financial institution (“connected bank account”) to your Account with us to make inbound and outbound ACH transfers between the connected bank account and your Account through the Online Banking Services. An “inbound transfer” moves funds into your Account from a connected bank account. An “outbound transfer” moves funds from your Account to a connected bank account. We will facilitate transfers to a connected bank account separate and apart from any access we provide you to the ACH Origination Service (see Section 5 below).
For inbound transfers, we will debit your connected bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you no later than the fifth (5th) business day after the funds have been credited to your Account.
For outbound transfers, we will debit your Account with us and credit your connected bank account on the next business day after you initiate the transfer. The financial institution that holds your connected bank account determines when those funds will be made available to you in your connected bank account.
The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day that we are open.
There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see sections 3.1 and 3.6.
You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You also agree to indemnify and hold us harmless from any claims by any business or person related to the connected bank account, including any other owner of the connected bank account. You may only link a bank account that is a deposit account, such as a checking, savings, or money market account.
3.27 No Illegal Activity, Internet Gambling and Right to Refuse Transactions
You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for internet gambling. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity, online gambling or for any other reason at our discretion.
3.28 How We Post Transactions To Your Account and Determine Your Available Balance
3.28.1 Posting Overview
To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:
- Credit and debit – A credit increases your balance and a debit decreases your balance.
- Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.
- Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.
3.28.1 Posting Order
We receive transactions throughout the day and post them to your Account as they are received and in the order that they are received.
We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.
3.28.2 Determining Your Available Balance
To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract pending debits. All transactions are debited or credited from your Available Balance in the order received.
You can check your account balance with Online Banking Services. Keep in mind that your Available Balance may not reflect every transaction you have initiated or previously authorized. For example, your Available Balance may not include transactions you have authorized that we have not received.
Statements will periodically be provided to you through Online Banking Services as long as your Account is active. You will receive a statement monthly as long as you have transactions on your Account during the statement period. If there were no transactions on your Account, we may not provide you with statements or may provide you with statements on a less frequent basis. You will not receive paper statements.
3.30 Errors On Your Account and Limitations of Liability
You agree to carefully review your statements and promptly report to us any errors or unauthorized activity by email at email@example.com within thirty (30) days after we make the statement available to you. Unless otherwise specified in this Agreement or required by law, if you do not provide us with timely notice of an error or unauthorized activity, we will deem our records concerning your Account to be correct and you agree that we will not be liable to you for any loss you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your Account at any time and without notice to you to correct an error or address unauthorized activity.
In any case, our maximum liability to you will never exceed the amount of actual damages proven by you. Our liability may also be further reduced by the amount of the loss that is caused by your own negligence or lack of care, as well as any recovery of the loss you obtain from third parties. Please refer to Section 4 for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability. There may also be other limitations of liability contained in this Agreement.
3.31 Overdrafts, Nonsufficient Funds and Negative Balances
We do not permit you to overdraw your Account. If the Available Balance in your Account is not sufficient to cover any transaction you have authorized, we may return the transaction or refuse to process the transaction. However, there may be instances where your Account can still go into the negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any negative balance. If your Account has a negative balance for sixty (60) calendar days or more, we may close your Account.
3.32 Closing Your Account and Account Suspensions
You can close your Account at any time and for any reason by email at firstname.lastname@example.org. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.
We may also suspend or close your account, or suspend or disable any service or feature of your Account, at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, if multiple transactions are returned on your Account, or if you otherwise present undue risk to us or Unit. We may also close your Account if you have not made any deposits or withdrawals from your Account in over twelve (12) months. In addition, canceling your enrollment in the Online Banking Services with the Program Partner will result in our closure of the Account and our return of your funds. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account.
If your Account is closed with a balance greater than $1.00, we will return any funds you may have in the Account to you by ACH transfer to another bank account or by paper check. We reserve the right not to return the funds to you if the balance in your Account is $1.00 or less. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation by you, our limitations of liability, and any terms governing arbitration).
3.33 Dormancy, Inactivity and Unclaimed Property
State law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period of time specified under applicable law. Each state has varying laws as to when an account becomes dormant, and we may be required to send the balance in your Account if it becomes dormant to the state of your last known address. We will make reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds by simply conducting transactions, contacting us about your Account or replying to any abandoned property notices we may provide to you.
We may also place your Account in an inactive status if you have not had any transaction for at least six (6) months. If your Account becomes inactive, you may not receive statements or be able to conduct certain transactions. Inactive Accounts must be reactivated. Contact us by email at email@example.com to reactivate your Account.
3.34 Account Fees and Fee Schedule
You agree to pay all fees and charges applicable to your Account. All fee amounts will be withdrawn from your Account and will be assessed regardless of whether you have sufficient funds in your Account, except where prohibited by law. Fees are subject to change at any time. We will provide you advance notice of any changes where required by law.
International transaction fee
You will be charged this fee for any card (physical or virtual) transactions conducted outside the United States, including online, point-of-sale, or ATM transactions.
ACH Origination Fee (credits)
ACH Origination Fee (debits)
Wire Transfer Fee (debits)
Wire Transfer Fee (credits)
4. Electronic Fund Transfers
Your Account allows you to withdraw funds up to the Available Balance or make deposits through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers, and direct deposits. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Account. You may also receive additional services through Online Banking Services provided by the Program Partner, that allow you to initiate EFTs to and from your Account that are not described in this Agreement. You will be provided separate agreements and disclosures applicable to those services by the Program Partner.
4.35 Types of EFTs Supported by Your Account
Your Account allows the following types of EFTs:
- Direct deposits from your sources of income
- Transfers to or from your Account to or from a connected bank account (see Section 3.7)
- Transfers to or from your Account to a merchant or other third party by providing the third party with your Account routing number and account number
4.1 Limitations on EFTs
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.6 concerning withdrawals. For limits that apply to transfers to or from your Account from a connected bank account, please refer to Section 3.7. These security-related limits may change from time to time.
4.2 Documentation of Your Transactions
We will provide you information about each transaction that debits or credits your Account on your statements. Please refer to Section 3.10 for information about statements. You may also be able to view your transaction history and other information through Online Banking Services provided to you by the Program Partner. You may also contact firstname.lastname@example.org for information concerning your Account or your transactions.
4.3 Preauthorized Transfers, Stop Payments and Notices of Varying Amounts
If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a Preauthorized Transfer. You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal.
4.3.3 How to Request a Stop Payment
If you authorize a third party to take payments from your Account on a regular basis through a Preauthorized Transfer, you can place a stop payment on those payments by contacting by email at email@example.com at least three (3) business days before the next payment is scheduled to be made.
You must provide us with (1) your name, (2) your Account number, (3) the company or person taking the payments, and (4) the date and amount of the scheduled payment you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.
4.4 Questions About Your EFTs and Reporting Errors or Unauthorized EFTs
You may contact us with questions concerning EFTs that occur on your Account.
You may also contact us using the methods above to report suspected errors or unauthorized EFTs. Be sure to contact us immediately if you believe that an error or unauthorized EFT has occurred or may occur concerning your Account, or if your Account or Online Banking Services login credentials have been lost, stolen or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:
- Your name and Account number.
- A description of the error or the EFT you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
- The dollar amount of the suspected error.
- If you tell us orally, we may require that you send us your complaint or question in writing by email within ten (10) business days.
After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.
4.5 Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment
We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. You agree that in no event will we be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of your loss. You also agree that we will not be liable for any amount of loss that you may incur if you:
- Do not tell us about an error or unauthorized EFT within thirty (30) days after the first statement showing the error or unauthorized EFT is made available to you; or
- If you do not provide us with the information necessary to place a stop payment on a Preauthorized Transfer in a timely manner.
In addition, we are not liable for any losses you may incur in any of the following circumstances:
- If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
- If the ATM you use does not have enough cash.
- If the failure is due to an equipment or system breakdown, such as a problem with the Online Banking Services provided by the Program Partner, that you knew about before you began a transaction.
- If your funds are not available due to a hold or if your funds are subject to legal process.
- If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
- If your Account is closed or inactive.
- There may be additional exceptions stated in our or Unit’s agreements with you or permitted by law.
5. ACH Origination Service
5.1 Description of ACH Origination Service
The ACH Origination Service allows you to instruct us to create and/or send a NACHA formatted file on your behalf to execute the transfer of funds to/from another financial institution to disburse/concentrate funds or to make payments/collect funds to/from another party via the System. All transactions executed through the ACH Origination Service described above will be collectively known as (“ACH transactions”.) The ACH Origination Service is only accessible through the Online Banking Services. Your use of and access to the ACH Origination Service is separate and apart from your ability to facilitate transfers via ACH to a connected bank account (see Section 3.7).
We will facilitate only Internet-Initiated/Mobile Entry (“WEB”) and Corporate Credit or Debit Entry (“CCD”) ACH transactions through the ACH Origination Service. We will select, at our sole discretion, whether to facilitate any given ACH transaction as a WEB transaction or CCD transaction.
Unless otherwise defined in this Agreement, capitalized terms that appear in this Section 5 shall have the meanings set forth in the Operating Rules (the “Rules”) of the National Automated Clearing House Association (“NACHA”).
5.2 Processing Deadlines
Except as provided in Security Procedures in Section 5.4 below, we shall (i) process entries received from you to conform with the file specifications set forth in the Rules, (ii) transmit such entries as an Originating Depository Financial Institution to the Federal Reserve Bank, and (iii) settle for such entries to the specified accounts as provided in the Rules.
We shall transmit such entries to the Federal Reserve Bank by the deadline of the ACH one (1) business day prior to the Effective Entry Date shown in such entries, provided (i) such entries are received 3:00 PM ET on a business day, (ii) the Effective Entry Date is at least two (2) days after such business day, and (iii) the Federal Reserve is open for business on such business day. A “business day” is a day in which the Federal Reserve Bank is opened to the public for carrying on substantially all of its business, other than a Saturday, Sunday, or legal holiday.
If any of the requirements of clause (i), (ii), or (iii) listed above are not met, we shall use reasonable efforts to transmit such entries to the Federal Reserve Bank by the next deposit deadline on which the Federal Reserve is open for business.
0.3 ACH Rules
When engaging in any transaction through the ACH Origination Service, you agree to comply with the Rules. You can obtain a copy of the Rules from NACHA at 13450 Sunrise Valley Drive, Suite 100 Herndon, VA 20171; instructions for obtaining a copy of the Rules are also available at www.nacha.org. You agree to comply with and be bound by the Rules. In the event you violate any of the applicable Rules and NACHA imposes a fine on us because of your violation, we may charge the fine to you. We agree to inform you of revisions to the Rules of which we have knowledge. Our current process does not support the origination of IAT’s (International ACH Transactions).
0.4 Security Procedures
Our security procedures or security requirements are integrated into the Online Banking Services, and you acknowledge and agree that these security procedures are a commercially reasonable method of providing security against unauthorized payment orders. You agree to submit ACH origination requests solely through the Online Banking Services.
0.5 Our ACH Origination Obligations
In a timely manner and in accordance with the Rules, we will process, transmit and settle for the entries received from you, which comply with the terms of this Agreement and/or any addendums or future addendums.
You warrant and agree that:
- Each entry is accurate, timely, and has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules.
- Each debit entry is for an amount, which on the settlement date with respect to it, will be owing to you from the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit entry.
- You have complied with all pre-notification requirements of the Rules.
- You will comply with the terms of the Electronic Funds Transfer Act, if applicable, or Uniform Commercial Code Article 4A if applicable, and the laws of the United States. You shall otherwise perform your obligations under this Agreement in accordance with all applicable laws and regulations. You shall indemnify us against any loss, liability or expense (including attorney’s fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.
0.3 Authorized Daily Dollar Limits
There are limitations on the frequency and amount of ACH transactions you can originate from your Account using the ACH Origination Service. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.6 concerning withdrawals. These security related limits may change from time to time.
Inherent to the implementation of any ACH Origination Service is a degree or risk assumed by us. It is possible for you to expose us to significant financial liability if you do not have sufficient funds on deposit in the Account to settle ACH transactions or returns. We reserve the right to periodically request and review your financial information and revoke your access to ACH Origination Service if we believe, in our sole discretion, that you cannot financially support your liability for ACH transactions originated from the Account.
The following types of ACH transactions may be originated using the Account and the Online Banking Services: CCD and WEB.
0.4 Provisional Credit
You acknowledge that the Rules make provisional any credit given for an entry until the financial institution crediting the account specified in the entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party.
You will maintain the Account during the term of this Agreement. You will maintain in the Account as of the applicable settlement date immediately available funds sufficient to cover all credit and debit entries initiated by you. You authorize us to debit the Account on the applicable settlement date in the amount of each entry. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that we may debit any account maintained by you with us or that we may set off against any amount we owe to you, to obtain payment of your obligations under this Agreement.
0.6 Cancellation or Amendment
You shall have no right to cancel or amend any entry/file after its receipt by us. However, we shall use reasonable efforts to act on a request, in writing, by an Authorized User to cancel an entry/file before transmitting it to the Federal Reserve Bank. Any such request shall comply with the security procedures described in Section 5.4 above. You may be required to submit a new transfer request in writing or electronically through the Online Banking Services. We shall have no liability if the cancellation or change is not affected.
You may request the reversal of an entry for erroneous or duplicate transactions that have been transmitted to the Federal Reserve by contacting us by email at firstname.lastname@example.org.
0.8 Rejection of Entries
We shall reject any entry, including an on-us entry, which does not comply with the requirements of this Agreement and may reject any entry if you are not otherwise in compliance with the terms of the Agreement. We shall notify you by email or via the Online Banking Services of such rejection no later than the business day such entry would otherwise have been transmitted by us to the ACH or, in the case of an on-us entry, its effective entry date.
0.9 Returned Entries
We shall notify you by email or via the Online Banking Services of the receipt of a returned entry from the Federal Reserve no later than one business day after the business day of such receipt. We shall have no obligation to re-transmit a returned entry if we complied with the terms of this Agreement with respect to the original entry.
You agree not to exceed ninety five percent (95%) of any thresholds set forth in the NACHA Rules for returns on the basis that the Transaction was unauthorized, returns for administrative reasons, or all returns regardless of the cause in any thirty (30) day period. You further agree not to exceed one-half percent (0.5%) returns on the basis that the Transaction was unauthorized in any thirty (30) day period irrespective of whether any NACHA thresholds have been exceeded. Returns on the basis that the transaction was unauthorized will be assigned a NACHA return status of R07 (“authorization revoked by customer”), R10 (“customer advises not authorized”), or R29 (“corporate customer advises not authorized”).
We reserve the right to limit, suspend, or terminate your ACH Origination Service privileges for any violation of this Section 5.13.
0.10 Notifications of Change
We shall advise you of all notifications of changes that we receive related to entries that you transmit by email or via the Online Banking Services no later than five (5) business days after receipt thereof.
You agree to pay us for ACH Origination Service provided under the Agreement in accordance with the current schedule of fees in Section 3.15 above. We may change our fees from time to time upon written notice.
We shall have the right to audit any records for compliance with the agreements and Rules relating to ACH Transactions originated by you.
0.13 ACH Origination Service Liability, Limitations on Liability & Indemnity
WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE ACH ORIGINATION SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING WITHOUT LIMITATION THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY FILE RECEIVED FROM YOU) OR THOSE OF ANY OTHER PERSON. WE ARE AUTHORIZED BY YOU TO PROCESS TRANSACTIONS IN ACCORDANCE WITH THE INFORMATION THAT WE RECEIVE IN THE ISSUED FILE TRANSMISSION FROM YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE FILE, AND WE SHALL HAVE NO RESPONSIBILITY FOR ERRONEOUS DATA PROVIDED BY YOU. YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) WE SUFFER OR INCUR RESULTING FROM ANY THIRD-PARTY LAWSUIT, CLAIM, ARBITRATION OR OTHER ACTION, ACTUAL OR THREATENED, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, NATURAL DISASTER, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL. NOTWITHSTANDING THE ABOVE, WE WILL REIMBURSE YOU FOR EXPENSES INCURRED (E.G. WIRE FEES) IN THE EVENT OF OUR FAILURE OR DELAY IN TRANSFERRING FUNDS SOLELY CAUSED US.
IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT OR OMISSION OF YOU OR ANY OTHER PERSON.
PERFORMANCE INTERRUPTION OF THE ACH ORIGINATION SERVICE FOR ANY REASON SHALL NOT RELIEVE YOU OF YOUR OBLIGATION TO MAKE ANY TAX DEPOSIT, AND WE WILL INCUR NO LIABILITY TO YOU FOR YOUR FAILURE TO MAKE ANY REQUIRED TAX PAYMENT BY OTHER MEANS IN THE EVENT OF SUCH INTERRUPTIONS.
0.14 Inconsistency of Name and Account Number
You acknowledge that, if an entry describes the Receiver inconsistently by name and/or account number, payment of the entry may be made based on the account number even if it identifies a person different from the named Receiver. You are solely responsible for providing correct information for all ACH Origination Service requests through the Online Banking Services.
You agree that we can terminate or limit your access to the ACH Origination Service for any of the following reason without prior notice:
- If you have insufficient funds in your Account. The ACH Origination Service may be reinstated, at our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.
- Your breach of any term of this Agreement and/or the Rules.
- Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion. Any unprocessed transactions including future dated and recurring transactions will be canceled as a result of termination of your ACH Origination Service.
We shall have no obligation to transmit entries if you are in default of any of its obligations under this Agreement, including the obligation to pay any related fees for each credit and debit entry. You will remain responsible for all transactions that occur prior to termination and for any fees and charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated and recurring transactions, will be canceled as a result of termination of the ACH Origination Service.
0.16 Notice Disclosure
Under the operating rules of NACHA, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item, and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statements we provide you.
7. Wire Transfers
The Account may permit domestic wire transfers through Online Banking Services provided to you by the Program Partner.
7.1 Types of Wire Transfers Supported by Your Account
Your Account may support domestic wire transfers. If wire services are made available to you, your Account will be able to both receive and initiate wire transfers.
We may select any means for the transmission of funds that we consider suitable. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents, and we shall not be liable for any errors, delay, misdelivery, or failure of delivery by any of them unless applicable law says otherwise.
We will not be liable for our inability to perform our obligations under this Agreement when such inability arises out of causes beyond our control, including but not limited to, any act of God, accident, labor disputes, power failures, system failure, equipment malfunction, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake, or the failure of any third party to provide any electronic or telecommunication service used in connection with the execution or cancellation of a wire transfer.
7.2 Limitations on Wire Transfers
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.6 concerning withdrawals. There may be limits on the beneficiaries who can receive a wire transfer you initiate from your Account. These security-related limits may change from time to time.
7.3 Cut-Off Times for Wire Transfers
We have cut-off hours for processing wire transfers. If a wire request is received by 1:00 PM ET on a Business Day and verified through our security procedures outlined in the section below titled “Security Procedures,” funds will be processed the same business day. If it is received after 1:00 PM ET or on a non-Business Day and verified through our security procedures, funds may be processed the next business day.
We may treat any wire transfer request received at or after our cut-off time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day.
7.4 Security Procedures
You agree and consent to the use of certain security procedures by us to confirm the validity of the wire transfer request made pursuant to this Agreement. You understand the security procedures are not designed to detect errors in the content of the wire transfer request or to prevent duplicate transfers. Some elements of the procedures will vary, depending upon the method used to initiate a wire transfer. You hereby agree that your utilization of any security procedure established hereunder shall constitute your agreement to its use and affirmative acknowledgment of its commercial reasonableness.
You further agree that any wire transfer request that is acted upon in good faith by us in compliance with these security procedures, whether in fact authorized by you, shall constitute an authorized wire transfer.
7.5 Security Procedures
You are responsible for providing us with the accurate name and account number for wire transfers, and we are responsible for transmitting money to the account number you provided.
When you provide us with a name and account number for us to process a wire transfer, we may make payment solely on the basis of the account number, even if the account number identifies a person different from the beneficiary so named. We or an intermediary bank may send a wire transfer to an intermediary bank or beneficiary's/designated recipient's bank based solely on the bank identifying number, even if the payment order indicates a different name. You should be very careful when providing the account number for a wire transfer.
If you have provided us with the wrong account number, there may be no way to correct the error or retrieve the funds. You agree that you will pay the amount of a wire transfer even in such circumstances. You are responsible for any losses resulting from an incorrect account number or your misidentification of the beneficiary/designated recipient.
If you think a wire transfer is wrong or if you need more information about a wire transfer, you must contact us by email at email@example.com as soon as possible and no later than fourteen (14) days after you receive your monthly statement. If you do not tell us about an error, we will not have any obligation to pay interest on the amount of an unauthorized or erroneous wire transfer for which we are liable, and you will also be liable to us for any damages or losses we may incur.
You must pay us the amount of the wire transfer, plus any applicable fees, before we will execute the wire transfer request. Please see Section 3.15 of this Agreement for fees applicable to wire transfers.
7.7 Execution of Wire Transfers
A wire transfer request is considered accepted by us when we execute it. Please refer to Section 7.3 concerning cut-off times for more details. You can verify whether your wire transfer request has been executed by emailing firstname.lastname@example.org or calling 1-833-678-7483.
We have no responsibility to accept any incoming wire transfer(s) for your benefit. Likewise, we have a right to reject any wire transfer request(s) for an outgoing wire transfer for reasons including, but not limited to, insufficient or uncollected funds in the account specified in the wire transfer request, a request that fails any requires security procedures, our inability to execute the wire transfer for the reasons set out in the section of this agreement entitled method used to make the wire transfer above, or if we are unable to verify the authenticity of the wire transfer request. If we stop a domestic outgoing wire transfer, we will refund the fee.
If we determine, in our sole discretion, not to honor, execute, or accept a wire transfer request, we will make reasonable efforts to notify you. We will also make reasonable efforts to notify you promptly if a wire transfer is returned to us after its execution. In either case, we shall have no liability by reason of our delay or failure to provide you with notice, and we shall have no obligation to resend a wire transfer if we complied with the original wire transfer request and such wire transfer was returned to us.
7.8 Cancellation or Amendment of Wire Transfer
Once we receive a wire transfer request, it may not be able to be canceled or amended. However, at our discretion, we may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which we are notified of a request for cancellation or amendment complies with our security procedures. However, we shall have no liability if such cancellation or amendment is not affected. You agree to indemnify and hold us harmless from all liabilities, claims, damages, costs, and expenses we may incur in attempting to cancel or amend the wire transfer. Any cancellation or amendment of a wire transfer by us shall relieve us of any obligation to act on the original wire transfer request.
7.9 Our Liability for Failure to Complete a Wire Transfer
We shall be responsible only for performing the wire transfer service expressly provided for in this Agreement; provided however, we shall be liable only for our own gross negligence or willful misconduct in performing such service. We shall not be liable to any third party or for any act or omission of yours or any third party, including, but not limited to, third parties used by us in executing a wire transfer or performing a related act and no such third party shall be deemed to be our agent. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE WIRE TRANSFER SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME. Except as otherwise provided by applicable law, the maximum period for which we shall be liable for interest on any amount to be refunded or paid to you with respect to an unauthorized, erroneous, or other wire transfer request is thirty days.
7.10 Your Liability for Unauthorized Wire Transfers
Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized representatives. Such liability includes instances when a current or former authorized representative effects one or more wire transfers or improper use of telephone security procedures to effect a wire transfer to your detriment.
7.11 Compliance with Anti-Money Laundering and Exchange Control Regulations and OFAC Enforced Sanctions
You agree to observe all Anti-Money Laundering and Exchange Control laws and regulations including economic and trade sanctions promulgated by the Office of Foreign Assets Control of the U.S. Department of Treasury in relation to any wire transfer, and you will use all reasonable endeavors to assist us to do likewise. You agree that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.
Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or particular transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.
If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any wire transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law.
8. Other Legal Terms and Conditions
8.1 No Assignments
Your Account and your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement.
8.2 Legal Processes and Claims Affecting Your Account
If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are responsible for any losses, costs or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim against the funds in your Account, or if we know of or believe that there is a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we are satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder; (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.
8.3 Limitation of Liability and Disclaimer of Warranty
EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BLUE RIDGE BANK, N.A.. EXCEPT AS REQUIRED BY LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE OR UNIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.
IN ADDITION, EXCEPT AS REQUIRED BY LAW, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY AMPLA, LLC WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.
ALL BANK SERVICES AND ACCOUNT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
Equally, you agree to indemnify and hold Unit and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
8.5 Our Right of Set-Off and Security Interest
We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.
If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.
8.6 Changes in Terms and Additional Services
We may change this Agreement, or any fees and features of your Account, at any time by posting an amended Agreement on the Program Partner’s website, www.getampla.com and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.
If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.
8.7 No Waiver of Rights
We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.
8.8 Conflicts and Section Headings
If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.
If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.
8.10 Governing Law, Forum and Time Limits
All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the Commonwealth of Virginia where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Virginia and that you will be subject to such court’s jurisdiction.
Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Virginia law, or another agreement you have with us, provides for a shorter time. If federal or Virginia law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.
9. Arbitration and Waivers
BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
9.11 Election to Arbitrate
You, Ampla, LLC, and the Bank agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 9 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
9.12 Applicability of the Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
9.13 Informal Dispute Resolution
If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at email@example.com and provide us with the opportunity to resolve your concern prior to initiating arbitration.
9.14 Arbitration Procedures
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
9.15 Arbitration Fees
If we initiate arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
9.17 No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 9.7, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 9.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.
9.18 Survival and Severability of Arbitration Provision
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 9.7 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 9.7 are finally adjudicated pursuant to the last sentence of Section 9.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
9.19 Judicial Forum for Claims
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and the Bank agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and the Bank consent to venue and personal jurisdiction there. All parties agree to waive our right to a jury trial.
9.20 WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.
Last updated: March 8, 2022
PLEASE READ CAREFULLY
Ampla, LLC d/b/a Ampla f/k/a Gourmet Growth LLC d/b/a Gourmet Growth, together with its affiliates (collectively "Ampla", "we", "us", “our”) places a high priority on the privacy of individuals who visit our website, getampla.com (“Site”) and/or who cause the businesses they represent to use our cloud-based hosted services (“you” or “User”) including our banking platform or any of our other websites, networks, applications, mobile applications, or other services provided by us (collectively, the "Ampla Services"). When any of these activities occur, your Personal Information may be collected and processed by Ampla. Ampla takes steps to ensure that how we handle Personal Information is ethical and fair.
This Policy is designed to explain how we collect, use, store, retain, disclose by transmission, disseminate or otherwise make available (collectively “Process”) your Personal Information. Please be aware that the Ampla Services is integrated with certain third parties (“Third Party Servicers”) including, but not limited to Blue Ridge Bank, Member FDIC (“Bank”) and Unit Finance, Inc. (“Unit”). The privacy policies of these Third Party Servicers will govern their collection, use, disclosure and processing of your Personal Information.
Capitalized terms that are not defined in these terms and conditions have the definitions provided in the Ampla Service Agreement.
Information We collect
You are not required by law to provide us with any Personal Information. However, our ability to provide all features on the Site and Ampla Services to you may be conditioned on you voluntarily providing us with your Personal Information.
This Personal Information may be sensitive in nature. Personal Information may include your legal name, social security number, home and/or business address, other identifying information about who you are. In addition to collecting information about your own identity, we also collect certain information about transactions which you may be involved.
We collect information about the Company. Such information includes but is not limited to the State where the Company is incorporated; documents related to the organization of the Company; financial information about the Company, including real-time financial accounting information provided to and by third-parties and linked accounts; credit information about the Company; and any information related to the compliance and/or enforcement with respect to federal and state anti-money laundering and banking laws and regulations.
We use Third Party Servicers to access, process, and collect information about the Company’s financial and purchase activity. Any time you link an account, we may receive real-time data and information associated with the linked accounts including account names, transactions (and transaction history), account balances, bank routing numbers, and unique identifiers.
What Is Personal Information?
“Personal Information” is any information that can be used to identify you. It includes, but is not limited to, name, date of birth, home address, billing and shipping address, email address, photograph, government-issued identification information (such as driver’s license number, social security number or passport number), financial information (such as bank account details, payment card numbers, credit reports), authentication details, and IP address or other device information. Personal Information does not include information that does not identify a specific person.
Why We Collect Information
The information we collect from you is reasonably necessary to provide you with the Services and products we offer. These Services or products include banking services, credit services, investment advice and transaction opportunities.
We also collect information to customize offers to you, tailor our services or products for you, conduct marketing functions, maintain complete and accurate contact information and fulfill our legal obligations with respect to the Bank Secrecy Act, anti-money laundering and counterterrorism.
How We Collect Information
One of the ways we collect information is directly from you. At the time of account opening, you are required to provide certain information about yourself and the business you are opening the Ampla Account for. We collect this information either (1) in person; (2) through documentation you provide to us; (3) telephone calls with you or Third Party Servicers; (4) e-mails with you or Third Party Servicers; (5) the access provided to you on our websites and/or applications; (6) research using Third Party Servicers and (6) ongoing communications with you or your business’ employees or associated persons.
We may also collect your personal information from individuals who are listed as associated with the Ampla Account which you are associated, public sources, yours or our advisor(s), introducers, referrers, brokers, credit reporting agencies, and other reporting organizations or exchanges that serve the financial services industries.
In other cases, it may be provided to Ampla indirectly, such as the IP address of the computer or device you use to connect with us online or by a Third Party Servicer from whom you seek to obtain services or are obtaining services.
How We Store Your Information
We keep the information we collect, including any Personal Information, in electronic and physical records in accordance with our internal procedures. The records are located at our premises and the premises of our Third Party Servicers. The information may be processed or stored physically or in the cloud, which could mean that the information is stored outside the United States. Any time this occurs, we take steps to protect the information and keep it secure from any persons who are not authorized to use or share the information.
Ampla will store your Personal Information only for as long as is reasonably necessary to provide the Ampla Services and to facilitate your use of Third Party Servicers’ services or to comply with applicable law, taking into consideration our relationship with you, the Third Party Servicers’ relationship with you, our or their service providers’ relationship with you, the purposes stated in this Policy, our need to resolve disputes or claims or assist with investigations, and our need to respond to requests for such information from government regulatory authorities and other organizations, or otherwise comply with legal and regulatory requirements under applicable law.
How We Use Your Information
We use your information in a variety of ways. Specifically, we use your information to: process applications and onboard you; manage our own products and services, including product and service testing and modeling; conduct a comprehensive risk analysis and risk report; communicate information about your Ampla Account to Third Party Servicers and vendors; prevent or mitigate financial crimes such as fraud or anti-money-laundering; communicate information about any of your transactions; assess creditworthiness and evaluate whether you have the ability to make payments owed to us on time; and investigate inquiries or complaints.
We may also anonymize your data as part of and for our own processes and procedures for market research and new product development. To the extent permitted by law and without your express permission, we may also permit our Third Party Servicers or affiliates to use your Personal Information. We do not sell your personal data.
This preceding two paragraphs are in addition to, and not in replacement of, any rights you may grant Ampla in any other agreement between you and us, including, but not limited to, a nondisclosure and data agreement.
Disclosure Of Your Information
At times, we may be required to disclose information about you to law enforcement authorities who are non-employees of Ampla. We may share Personal Information and other information about you to law enforcement when reasonably necessary and when our Third Party Servicers who provide services in connection with our Services and products request the information to be shared and/or when we or they are required to comply with any legal, regulatory or compliance obligations.
We may also share your information in connection with the undertaking of a particular business initiative, including any business transactions between Ampla and other companies. Such business initiative may include, but is not limited to a merger, acquisition and the management of our business operations or assets.
International considerations: The Ampla Services and the purposes for which your Personal Information is processed may cause your Personal Information to be processed and/or stored outside of the United States. Therefore, your Personal Information may be sent to other countries with data protection standards that differ from those of your home country. By supplying your Personal Information to Ampla either directly or indirectly, you consent to your information being transferred across international borders to Ampla and its affiliates, Third Party Servicers, and agents. Vendors and other outside contractors we engage are subject to our contractual requirements for safeguarding Personal Information.
Upkeeping Your Information
Ampla strives to ensure that any information collected from you or gathered about you is complete, accurate and up to date. We take reasonable steps to ensure we meet this goal by, among other things, requesting information from you on an ongoing basis, conducting research through Third Party Services, research publicly available information and searching for media associated with you or the business which you are affiliated with.
At Ampla, security is a priority. We use certain physical, organizational, and technical safeguards that are designed to protect Personal Information submitted to us, and we employ appropriate measures, including advanced technology, to protect Personal Information against unauthorized access, disclosure, alteration, or destruction. These measures may include, among others, physical access security, administrative security measures, data encryption, firewalls, and other appropriate technologies. Ampla reviews and enhances its security systems as necessary. Notwithstanding Ampla’s efforts, no security measure is perfect or impenetrable and no method of transmission over the internet or electronic storage is 100% secure. Therefore, Ampla cannot guaranty complete security of the transmission or storage of your Personal Information.
It is important that you maintain the security and control of your account credentials, and not share your password with anyone. We offer our Users two-factor authentication which is designed to protect their account. Please make use of this added protection.
Our Website and Online Services Cookies
Cookies are small data files that are stored in your device memory or on your hard drive when you visit a website. Cookies may be used as a mechanism to recognize you, record behavior, and/or customize your experience with the Site. They can also be used to monitor Site activity, mitigate risk, measure the effectiveness of promotions and prevent potential fraud. If you choose to disable cookies, your use of the Site may be limited or otherwise affected. By using this Site, you permit us to collect and use your information related to Site access and device activity. You can learn more about cookies by visiting http://www.allaboutcookies.org.
By using the Site, you consent to the placement of cookies, beacons, and similar technologies in your browser and on emails in accordance with this Policy. The information collected in this manner includes IP address, browser characteristics, device IDs and characteristics, operating system version, language preferences, referring URLs, location data, and information about your usage of the Ampla Services.
Third Party Servicers
We may use third party analytics vendors to evaluate and provide us with information about your use of the Site and/or the Ampla Services. We do not share your information with these third parties, but theses analytics service providers may set and access their own cookies, pixel tags and similar technologies on the Site and they may otherwise collect or have access to information about you which they may collect over time and across different websites.
Some browsers incorporate a Do Not Track feature that signals to websites you visit that you do not want to have your online activity tracked. Tracking is not the same as using or collecting information in connection with a single website. For these purposes tracking refers to collecting personally identifiable information from consumers who use or visit a website or online service as they move across different websites over time.
How browsers communicate the Do Not Track signal is not yet uniform. As a result, the Website is not yet set up to interpret or respond to Do Not Track signals communicated by your browser. Even so, as described more fully throughout this Policy, we limit our use and collection of your Personal Information.
For a description of Do Not Track protocols for browsers and mobile devices, or simply to learn more about the choices available to you, you can visit the All About Do Not Track website: http://allaboutdnt.com.
Our Website May Be Linked To Other Websites
We may also create links to third-party websites (for example, the All About Do Not Track website linked above). Ampla’s Policy and privacy practices do not apply to these websites and Ampla is not responsible for the privacy practices employed by any of these third-party websites. Ampla is not responsible for any content on websites linked from or to this Site. Ampla does not guarantee, approve, or endorse any information, material, services, or products contained on or available through any linked websites. Ampla provides any such links as a convenience only and your connection to and use of any linked website is at your own risk.
You may, of course, decline to share certain information with us, in which case we may not be able to provide to you some of the features and functionality of the Ampla Services. Users may update, correct, or delete certain account information at any time by accessing your account preferences page. Some account information may not be changed due to legal banking requirements.
From time to time, we send marketing e-mail messages to Users. If you no longer want to receive such emails from us on a going forward basis, you may opt-out via the "unsubscribe" link provided in each such email.
The Site And Ampla Services Are Not Directed At Persons Under The Age Of 13 Years Old
The Ampla Services are intended for business use only and is not directed at persons under the age of 13. If you are a parent or guardian and believe we may have collected information about a person under the age of 13, please contact us at the email address or phone number set out at the beginning of this Policy. If we determine that we have inadvertently collected Personal Information from a person under the age of 13, we will promptly delete such information from our records to the extent permitted by applicable law.
The "Last Updated" date at the top of this page indicates when this Policy was last revised. From time to time, Ampla may make changes to this Policy, so we encourage you to check back and review it regularly to ensure you are aware of current practices. Changes will be communicated through the Website or through your Ampla Services account. If the amendment or revision is required in order for Ampla and the Ampla Services to remain in compliance with applicable laws or regulations, then the amendment or revision shall take effect as of when it is posted to the Website or your Ampla Services account. If, on the other hand, the amendment or revision is not required under law, and you do not close your Ampla Services account within thirty (30) days of notice of the amendment or revision on the Website or in your account, then you shall be deemed to have accepted the amendment or revision. If you disagree with the changes, you must stop your use of the Ampla Services and discontinue use of our Website. Your continued use of the Ampla Services and/or the Website following the effective date of any change, constitutes your consent to any modification to this Policy.