Unifimoney, Inc. (“UNIFIMONEY”) has contracted with UMBBank, N.A. (“UMB”) (together referred to as “us” or “we” or “our”) to make the UNIFIMONEY Cash Program (the “Program”) available to UNIFIMONEY dashboard users (the “Customers”)(also referred to as “you” or “your” or “yours”). The Program enables Customers to earn competitive interest rates on their funds paid by banks insured by the Federal Deposit InsuranceCorporation (the “FDIC”), and to use various banking products and services offered by UMB. The current interest rates available through the Program are available here.
2. HOW THE PROGRAM WORKS.
(a) Establishing and Funding a Checking Account. In order to participate in theProgram, a Customer will open an individual or (when available) joint non-interest-bearing demand deposit account at UMB (the “Checking Account”). The Checking Account is a demand deposit account that is capable of conducting various transactions. A Customer can make deposit sto the Checking Account by: (1) using UNIFIMONEY’s iOS mobile application available at theApple® App Store (the “UNIFIMONEY Dashboard”) to direct UMB to transfer funds from one ormore verified accounts that the Customer maintains at another financial institution (each, a“Linked External Account”); (2) arranging for preauthorized credits (such as direct deposits) tothe Checking Account through an employer or other third party; or (3) using another service thatUMB makes available. A Linked External Account must be an account held in your name and must be held in U.S. dollars at a U.S.-based financial institution. You must maintain at least one valid Linked External Account at all times to participate in the Program.
(b) Sweeps to and from Program Accounts; Custodial Account. On the Business Day after funds are credited to a Checking Account, UMB will sweep the funds into accounts (each, a“Program Account”) with other FDIC-insured financial institutions (each, a “Program Bank”) that have agreed to participate in the Program. UMB, as your custodian, will maintain on its books and records a custodial account, in which it holds your interests with respect to the Program Accounts(the “Custodial Account; your Checking Account and Custodial Account are referred to, individually and collectively, as your “Customer Account”). A Customer may direct UMB to sweep funds from the Program Accounts back to the Checking Account by: (1) using the UNIFIMONEY Dashboard to direct UMB to transfer funds to a Customer’s Checking Account back to a Linked External Account; (2) writing a check against the Checking Account; (3) if applicable, using a debit card to withdraw those funds at an automated teller machine (“ATM”) or to pay a merchant; (4) arranging for preauthorized debits (such as a utility payment) from the Checking Account through a third party; or (5) using another service that UMB makes available.
(c) Investment Account. In order to participate in the Program, a Customer will also:(1) establish a brokerage account (the “Investment Account”) with DriveWealth, LLC, a registered broker-dealer that is not affiliated with UMB or UNIFIMONEY (“DriveWealth”) and (2) provide standing instructions to UMB to: (A) initiate an ACH credit transfer one time per month, upon receiving the transfer request from Unifi (each such transfer, an “Auto-Invest Transfer”) from the Checking Account to the Investment Account and (B) sweep (no later than the fourth (4th) Business
Unifimoney Customer Agreement
Day of each month) an amount equal to all interest posted to your Custodial Account for the prior month to the Checking Account and, thereafter, to initiate an ACH transfer (each such transfer, an"Interest-Sweep Transfer") of such amount to the Investment Account.
(d) Business Days. For purposes of this Agreement, a “Business Day” is any day theFederal Reserve Bank of Kansas City is open for business, generally each day other than eachSaturday, Sunday and Federal holidays.
3. SCOPE OF AGREEMENT.
(a) Parties to the Agreement. Throughout this agreement (the “Agreement”), the Customer (or Customers, if a joint account) entering into this Agreement and participating in theProgram is referred to as “you” or “your.” You are entering into this Agreement with UNIFIMONEY and UMB, each of which has distinct roles under this Agreement and with respect to the Program as set forth below. By entering into this Agreement, you are also entering into the Checking Account Addendum (which can be found here) with UMB, and such Checking Account Addendum constitutes part of the Agreement.
(b) Consent to Agreement. When you consent to the terms of this Agreement, you are agreeing that its terms will govern your rights and obligations (and those of UNIFIMONEY andUMB) with respect to the Program, your Customer Account, all transactions relating to theProgram or your Customer Account and the resolution of all disputes related to the Program and your Customer Account. You further agree that we may provide all notifications and updates regarding the Program and your Customer Account to you electronically through the UNIFIMONEY Dashboard or as otherwise permitted by your Consent to Electronic Signatures and Records; and that all updates, requests and information you provide to either of us will be provided by you through the UNIFIMONEY Dashboard, unless we otherwise determine in our discretion.
(c) Additional Terms. In addition to the terms of this Agreement, all services and transactions related to the Program and your Customer Account will also be subject to, as applicable: (1) the terms and conditions of the Debit Card Agreement delivered to you if you choose to activate the debit card offered in connection with the Program (the “Card”); (2) the terms and conditions of any other addenda between you and UMB relating to banking products and services offered in connection with the Program (including UMB's mobile deposit service, the addendum for which is available here, and bill payment service, the addendum for which is available here) that you elect to utilize (and each such addenda constitutes part of the Agreements);(3) the terms and procedures of any ancillary documents referenced in this Agreement; (4) all applicable federal, state or other governmental statutes, codes, ordinances, laws, regulations, rules, orders, guidance, interpretations, and decrees of any governmental or regulatory authority having authority over any party, the Agreement, the Program or your Customer Account; and (5) the rules and regulations of any clearing house (including the National Automated Clearing House Association).
(d) Other Agreements with UNIFIMONEY or UMB. This Agreement does not alter or amend your other agreements with UNIFIMONEY or UMB, and all such agreements remain in effect. In the event of a conflict or inconsistency between this Agreement and your other agreements with each of us, this Agreement will control over such other agreements with respect to the Program and the Customer Account, but only to the extent of the inconsistency. However, if you have obtained banking products and services from UMB in connection with the Program or your Customer Account, any agreements relating to such products or services will control over this Agreement and your other agreements with UNIFIMONEY or UMB in the event of a conflict or inconsistency.
4. RELATIONSHIP AMONG UMB, UNIFIMONEY AND THE PROGRAM BANKS.
(a) Generally. We provide the Program to you in accordance with this Agreement. UMB acts as your agent and custodian with respect to holding your interests in the Program Accounts, in the Custodial Account, and making deposits to and withdrawals from the Program.
UNIFIMONEY contracts with UMB to provide the Program to you. UNIFIMONEY also provides the UNIFIMONEY Dashboard, which facilitates the delivery of information relating to the Program and your Customer Account to you.
Program Banks are other FDIC-insured financial institutions that have agreed to participate in the Program as further explained in this Agreement. UMB may have other financial interactions and relationships with a Program Bank other than in connection with the Program. UNIFIMONEY may be a customer of or have other financial interactions with a Program Bank other than in connection with the Program.
(b) Fees and Benefits. UNIFIMONEY receives a fee from each Program Bank in connection with the Program that is based on the aggregate daily closing balance of deposits held in Program Accounts by such Program Bank. The fee may vary from Program Bank to Program Bank and will generally increase as the aggregate amount of funds held in Program Accounts with the Program Bank increases. UNIFIMONEY also receives interchange fees payable by card network associations in connection with Card transactions on Customer Accounts.
UMB receives fees from UNIFIMONEY in connection with the Program. A portion of those fees is based on the aggregate daily closing balances of deposits in Program Accounts maintained by UMB as custodian at the Program Banks.
The Program Banks are only obligated to pay the agreed upon interest rate on funds in the Program Accounts and may use funds from the Program Accounts to fund their current and new lending and for investment activities in accordance with applicable law. The Program Banks generate income on these loans and investment activities. A portion of that income is paid as interest on Program Accounts and covers fees paid to UNIFIMONEY.
(e) Information Sharing Between UMB and UNIFIMONEY. You also consent to UMB and UNIFIMONEY sharing other information about your use of the Program with each other in connection with the provision of the services relating to the Program.
(f) Information Sharing with Third Parties. You also consent to and authorize each of us to share personal information about you, including your name, Social Security number or tax identification number, address, and date of birth, with other entities that provide services in connection with the Program (the “Service Providers”). These Service Providers will use such information solely to perform services for the Program and to satisfy their own legal or regulatory obligations associated with the Program. UMB and UNIFIMONEY may also provide personal information about you to any other party if UMB and/or UNIFIMONEY determines that it is required by applicable law or for regulatory compliance.
UMB and UNIFIMONEY and its Related Entities may disclose information to third parties about your Customer Account or the transfers you make, including in order to comply with government agency or court orders, upon your written permission, or otherwise in accordance with this Agreement.
5. THE CUSTOMER ACCOUNT AND ROLES OF UMB AND UNIFIMONEY.
(a) The Checking Account. At your direction through the UNIFIMONEY Dashboard, UMB will open a Checking Account in your name on its books and records. Your Checking Account will hold all funds you direct to be transferred to your Checking Account until those funds are swept into a Program Account. Similarly, your Checking Account will hold funds that have been swept from a Program Account back to your Checking Account until they are used to satisfy a debit against your Checking Account, are transferred to DriveWealth pursuant to this Agreement, or are transferred back to a Linked External Account.
Under no circumstances will UNIFIMONEY be liable for your losses or damages for the failure to complete a transfer to or from your Checking Account on time or in the correct amount.
(b) The Custodial Account. At your direction through the UNIFIMONEY Dashboard,UMB will open a Custodial Account in your name on its books and records. After your funds are swept from your Checking Account into a Program Account, your Custodial Account will hold your interest in each Program Account into which your funds have been swept.
(c) UMB as Your Agent and Custodian. UMB acts as your agent in sweeping funds from your Checking Accounts into Program Accounts. UMB also acts as your custodian with respect to your interests in Program Accounts held in your Custodial Account.
(d) No Recommendations or Advice. You acknowledge that your participation in theProgram does not result in either of us acting as your investment adviser, nor will either of us provide any tax or legal advice in connection with the Program. Neither of us have any obligation to advise you of alternative deposit or cash investments or provide recommendations or opinions regarding the suitability or advisability of the Program. Your participation in the Program is solely your own decision and based on your own evaluation of your financial needs and objectives.
(e) Authorized Activities. As your custodian, UMB may (1) cause the ProgramAccounts to be titled in UMB’s name as agent and custodian for the benefit of Customers participating in the Program, (2) collect for your account all interest and other payments of income or principal pertaining to your interests in the Program Accounts, (3) sweep your funds between your Checking Account and the Program Accounts in accordance with your instructions,(4) execute transfers of funds to and from your Checking Account in accordance with your instructions (including in accordance with your standing instructions for Auto-Invest Transfers and Interest-Sweep Transfers), and (5) execute and deliver or file on your behalf all appropriate receipts and releases and other instruments, including whatever certificates may be required from custodians or may be necessary to obtain exemption from taxes and to name you when required for the purpose of the instrument. You also authorize both of us to take such other actions as are customary or necessary to effectuate the purposes of this Agreement.
(f) Legal Process. We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant, or other legal process that we believe(correctly or otherwise) to be valid. We may honor any legal process that is served personally, by mail, or by electronic mail or facsimile transmission at any of our offices or an office of our agent(including locations other than where the funds, records, or property sought is held), even if the law requires personal delivery at the office where your account or records are maintained.
We may notify you of such process by telephone, electronically (including by any of the methods described in the Consent to Electronic Signatures and Records), or in writing. Your Checking Account may be charged if UMB is not fully reimbursed for records research, imaging, photocopying, and handling costs by the party that served the process, plus any minimum fee UMBcharges for complying with legal process.
(g) Termination of Custodial Relationship. Either you or UMB may terminate the custodial relationship between you and UMB at any time. You may not transfer your interests in the Program Accounts to another custodian, but you may dismiss UMB as your custodian for your interests in the Program Accounts. If you or UMB terminate your custodial relationship, then UMB will close your Customer Account as set forth in Section 16(b). If you thereafter open accounts at any of the Program Banks outside of the Program, those accounts will not be subject to thisAgreement and neither UMB nor UNIFIMONEY will have any obligations with respect to such accounts. Furthermore, the interest rate applicable to such accounts will be the interest rate that the applicable Program Bank establishes, which may be lower than the interest rates available through the Program.
(h) No Money Transmission. In facilitating your instructions to UMB related to theCustomer Account, UNIFIMONEY is not acting as a money transmitter nor as an agent of a money transmitter.
6. THE PROGRAM ACCOUNTS.
(a) Obligations of Program Banks Only. Your interests in each Program Account into which your funds have been swept, including the principal balance and the accrued interest, will be deposit obligations solely of the Program Bank at which that Program Account has been established. Even though your interest in each Program Account into which your funds have been swept will be held in your Custodial Account, neither UMB nor UNIFIMONEY has any obligation regarding those interests except as may specifically be set forth in this Agreement.
(b) Records; Ownership of Funds. Each Program Account will be recorded on the books and records of the Program Banks in an omnibus account in UMB’s name, as agent and custodian for the benefit of Customers participating in the Program, and your interest in suchProgram Accounts will be recorded in your name on UMB’s records relating to your CustodialAccount, in a manner that will permit your interest in each Program Account to be FDIC-insured to the same extent as if you held an account directly with the applicable Program Bank, subject to applicable FDIC-insurance limits. All of your interests that UMB holds with respect to the ProgramAccounts are held by UMB solely as your custodian and are not UMB’s property or obligation.You are and will remain the owner of all of your funds that you direct UMB to transfer to yourChecking Account, that UMB places for you in Program Accounts and any interest on those funds that is reflected in the Custodial Account.
(c) Evidence of Ownership. You will not receive any passbook, certificate or other evidence of ownership regarding your interest in funds held in any Program Account with aProgram Bank under the Program. Instead, your interest in those funds will be evidenced by book entries on the deposit account records of each Program Bank reflecting an omnibus ProgramAccount at the Program Bank held in the name of UMB, as agent and custodian for the exclusive benefit of Customers participating in the Program. UMB will also maintain book entry records of account, on a customer by customer basis, reflecting deposits to and withdrawals from eachProgram Account.
7. ACCOUNT OPENING.
(a) Customer Verification. Federal law requires that UMB establish, document and maintain a customer identification program, through which UMB will obtain, verify, and record information that identifies each person who opens an account. To establish the Customer Account, you must provide your name, address, date of birth, and other information that will allow UMB to identify you. In some cases, this information may be gathered by UNIFIMONEY. You certify that the information contained in your account application, and any other documents that you furnish to either of us in connection with the Program is complete, true and correct.
At the time of account opening and at any time while your Customer Account is open, you hereby authorize us to contact any individual or firm listed in your account application or in any ancillary documents you provide, and to make any inquiries either of us considers necessary or appropriate to validate or authenticate your identity and the account information you provided against third-party databases or through other sources. You authorize anyone so contacted to furnish such information to either or both of us as we may request to verify your identity and other information (and your spouse’s if you live in a community-property state). UMB and/or UNIFIMONEY may make other inquiries as necessary to verify your identity, but neither UMB nor UNIFIMONEY is obligated to do so.
We may ask for further information and/or documentation about your identity or account usage or require you to take steps to confirm your email address, mobile telephone number or financial information. We may also request copies of your driver’s license and/or other identifying documents.
(b) Eligibility. In order to participate in the Program, you must be a citizen or lawful permanent resident of the United States. If at any time you cease to be a citizen or lawful permanent resident of the United States, you agree to notify UMB and UNIFIMONEY that you are no longer eligible to participate in the Program and terminate the Agreement and your custodial relationship with UMB.
(c) Duty to Promptly Update Contact Information. To timely receive account disclosures, Account Statements and other information, you must ensure that the primary mobile phone number, email address, mailing address and residence address that you provided as part of your account application remain current at all times. You agree to promptly update the Settingsand Profile section of your UNIFIMONEY Dashboard to update any changes to the contact information you provided in your account application. Since our ability to deliver or notify you ofAccount Statements, disclosures, account security alerts and other important information, is directly contingent on the accuracy and validity of the mobile number and email address you provide, if your contact information remains invalid for a period of ten (10) days or more, UMB reserves the right to suspend your Customer Account and UNIFIMONEY may likewise suspend your participation in the Program until you have provided, and we have verified to our satisfaction, your updated contact information. If you fail to provide updated contact information within a reasonable time after a request, UMB may close and terminate your Customer Account and UNIFIMONEY may terminate your participation in the Program in accordance with the procedures set forth in this Agreement.
(d) Credit Authorization. You authorize UMB to obtain copies of your consumer and credit reports at UMB’s sole discretion, at any time, for reasons including, but not limited to: (1)to collect a debit balance or any amount owed in connection with your Customer Account, (2) to investigate, detect and prevent fraud involving you or your Customer Account, (3) evaluating whether to open, close or suspend your Customer Account, or (4) for any other lawful purpose.UMB may, for any reason in its sole discretion, deny your application to participate in the Program and/or open the Customer Account or may decline to offer you certain services available to other customers.
(e) Account Control Certifications. You acknowledge that this Agreement, yourCustomer Account and each Program Account may be subject to U.S. economic sanctions and embargo laws, including, but not limited to, the Trading With the Enemy Act, the InternationalEmergency Act and similar laws; violations of which may be subject to U.S. civil and criminal penalties. You specifically represent and warrant that you have not been designated by the U.S.Department of Treasury’s Office of Foreign Assets Control (OFAC) as a Specially DesignatedNational or blocked person, that you have no reason to believe that you would be considered a blocked person by OFAC, and that you are not acting as agent of any such person. You further represent and warrant that you are not employed by, acting as agent of or partially owned or controlled by a government, a government-controlled entity or a government corporation except as you have indicated on your account application.
(f) Joint Account Holders (when available). If there is more than one account owner of the Customer Account (each a “Joint Account Holder” and together, the “Joint AccountHolders”), then each Joint Account Holder agrees as follows:
(1) Each Joint Account Holder has full authority, acting individually and without notice to, or approval from, the other Joint Account Holder, to interact with, and provide direction to us through the UNIFIMONEY Dashboard or otherwise, as if he/she were the sole owner of the Customer Account; provided however that one Joint Account Holder agrees to not remove the other’s name from the Customer Account or change their personal information.
(2) Each Joint Account Holder is jointly and severally liable for obligations arising under this Agreement, including with respect to the Customer Account. We may enforce this Agreement against each of the Joint Account Holders individually or jointly.
(3) Each Joint Account Holder hereby authorizes us to follow the instructions received from either Joint Account Holder regarding the Program and any related CustomerAccount. We are not responsible for determining the purpose, authenticity or propriety of an instruction we receive from any Joint Account Holder.
(4) UMB may suspend or place restrictions on the Customer Account or your access to the Program in the event it receives notice of a dispute among, or conflicting instructions from, Joint Account Holders.
(5) Any notice or disclosure provided to a single Joint Account Holder with respect to this Agreement, the Program or the Customer Account will be deemed delivery of such notice or disclosure to the other Joint Account Holder.
(6) Each Joint Account Holder hereby indemnifies and releases each of us from any claims based solely on the actions of the other Joint Account Holder.
(7) Your Customer Account is governed by Missouri law and will be held as“joint tenants with right of survivorship,” meaning that, upon the death of a Joint Account Holder, such Joint Account Holder’s entire interest in the Customer Account will pass to the surviving Joint Account Holder(s). In no event will the Customer Account be deemed to be held as “tenants by the entireties,” even if the Joint Account Holders are married and reside in a state that recognizes that form of ownership.
8. YOUR DEPOSITS AT PROGRAM BANKS.
(a) Program Bank List; Exclusions.
(1) Program Bank List. The list of Program Banks participating in the Program is available here (the “Program Bank List”). You agree that you are responsible for monitoring your total deposits at each Program Bank (including amounts in other accounts at each Program Bank held in the same right and legal capacity) to determine whether all of your deposits are fully covered by FDIC insurance with respect to your deposits at the Program Bank. We may at anytime initiate a relationship with a new bank and add it to the Program Bank List. If we end our relationship with a Program Bank, it will be removed from the Program Bank List. UNIFIMONEY will provide a notice to you describing any additions to or deletions from the Program Bank List.Your continued use of the Program after receiving such notice constitutes your affirmative consent to such changes and to transfers of funds in your Checking Account among the Program Banks included in the current Program Bank List (except to the extent any such Program Bank is included in your Opt-Out List, as such term is defined below).
Each Program Bank has agreed to accept deposits up to an aggregate limit (the“Program Bank Cap”), which is the maximum amount that each Program Bank is obligated to accept through the Program. If the Program Bank Cap has been reached at all Program Banks, we may suspend the Program and UMB may refuse to accept further deposits to the Program.
(2) Program Bank Exclusions. UMB will not allocate your funds to anyProgram Bank that is on your then-effective opt-out list from Program Banks that are eligible to receive your funds through the Program (your “Opt-Out List”). You acknowledge that as of the time you open the Customer Account, all Program Banks are eligible. At any time after you open the Customer Account, you may add or delete depository institutions to or from your Opt-Out List by contacting UNIFIMONEY at Support@unifi.money, who will provide data to UMB in the manner it specifies. If you add an exclusion in this manner, the new exclusion will be effective within one (1) Business Day after the first Business Day on which UMB has received notice.
(b) Allocations among Program Banks. UMB will allocate deposits to the Program sequentially to each Program Bank listed on the Program Bank List, in the order UNIFIMONEY determines in its sole discretion, in an amount that is under the then-applicable FDIC standard maximum deposit insurance amount for a non retirement single ownership deposit account (the“SMDIA”). If the SMDIA has been reached at all Program Banks, UMB will continue to accept deposits to the Program and allocate them to the first Program Bank that received an allocation of your funds, but please note that your interests in Program Accounts at any Program Bank(aggregated with any other funds held by you in the same insurable capacity at such Program Bank)in excess of the SMDIA will not be covered by FDIC insurance. Refer to Section 11 below for important information regarding FDIC insurance.
In addition to allocating your funds to each Program Bank in an amount that is under theSMDIA, UNIFIMONEY’s process for allocating deposits to or withdrawals from the Program and funds already on deposit reflects various considerations, including possible limits on the amountsUMB is authorized to place or a Program Bank has agreed to receive. The allocation process is subject to applicable law and may be affected by UNIFIMONEY’s objectives, UMB’s objectives ,or both, including administrative convenience, reduction of costs, and enhancement of profits.Applicable deposit amounts may change from day-to-day.
As a result of this daily allocation of funds among Program Banks and the allocation objectives outlined above, the set of Program Banks to which your funds are allocated on a particular Business Day, and the amount allocated to each Program Bank, may differ from a previous Business Day’s allocation. A different allocation may involve the movement of your funds from one Program Bank to another Program Bank, even though you do not have a deposit to or withdrawal from the Program. Such movements of funds will not affect the rate of interest the Program Banks pay on your funds.
Although UMB will not allocate your funds to Program Banks on your Opt-Out List, you authorize and consent to the allocation of your funds at Program Banks as provided herein. We may limit the amount of your deposits to the Program at a given Program Bank or transfer such deposits from one Program Bank to another, including, without limitation: (1) if either of us deems such action appropriate to protect your funds, (2) a Program Bank cannot or will not accept further deposits to the Program, (3) a Program Bank will not continue to participate in the Program, or (4)we determine that the Program Bank’s controls are insufficient or that its ongoing viability is threatened.
Neither UNIFIMONEY nor UMB guarantees that all your funds will be allocated toProgram Banks on any particular day, even if they were allocated to Program Banks on a previous day. Exclusions of Program Banks may increase the chance that funds will not be allocated. If funds not yet transferred to the Program Accounts are not allocated to a Program Bank on aBusiness Day, the funds will remain in the Checking Account and will not earn interest during this period. If funds previously transferred to a Program Account are not allocated to a Program Bank on a particular Business Day, those funds will be returned to the Checking Account.
(c) Allocations between Program Accounts at Program Banks. UMB will open at least one omnibus Program Account that is a transaction account within the meaning of 12 CFR §204.2(e) at each Program Bank into which UMB, acting as your custodian, may make deposits and withdrawals in connection with the operation of the Program (each, a “TA”). At UMB’s option, there also may be a second Program Account at one or more Program Banks. If UMB elects to open a second Program Account at a Program Bank, the second Program Account will be a separate, but linked, money market deposit account, which is a type of savings account (each, an“MMDA”). At each Program Bank, interest will accrue on the combined balance of these ProgramAccounts at the same rate.
The Federal Reserve Board requires banks to hold and manage reserves against certain types of deposit accounts. In order to comply with this requirement, each Program Bank will maintain a TA and, where applicable, a legally separate but linked MMDA. Deposits to ProgramAccounts will always be made to the TA rather than to the MMDA. Either UMB or the relevantProgram Bank may, from time to time, establish a target balance for the amount of your funds to be held in the TA (up to the full amount of your funds held at that Program Bank). To the extent your funds held in the TA exceed any such target balance, the excess will be transferred to the MMDA if available. UMB and/or the Program Bank may change or vary TA target balances at any time and from time to time. Where applicable, the allocation of your funds between the TA and MMDA is made to help the Program Banks manage the reserves that the Federal ReserveBoard may require them to maintain against certain types of deposit accounts. The allocations occur automatically as part of the administration of the Program and have no impact on the interest rate you receive on your funds held in the Program Accounts, the amount of FDIC insurance coverage for which you are eligible, the movement of funds between your Checking Account and the Program Accounts or the number of withdrawals you can make from the Program.
Federal Reserve Board regulations allow an unlimited number of transfers of funds from aTA. However, the only withdrawals that may be made from a TA under the Program are (1)transfers to the MMDA (if applicable and, then, only to the extent your interest in funds in a TA exceeds any target balance established by UMB and/or the Program Banks), and (2) transfers from a TA back to your Checking Account, as needed for withdrawals from the Program.
If your funds held in Program Accounts are needed to cover withdrawals from the Program under this Agreement, UMB will sweep your funds that are held in Program Accounts (up to the full amount of your funds held in Program Accounts) back to your Checking Account. Sweeps of your funds from Program Accounts to your Checking Account will always be made from a TA. If the Program Bank also has an MMDA Account, and the amount to be swept exceeds the available balance of your funds held in that TA, your funds held in the MMDA will automatically be transferred to the TA (up to the full balance of your available funds held in the MMDA) to cover the shortfall (and to replenish any TA target balance that UMB and/or the Program Bank may have established). Your Account Statements will not reflect any transfers between the MMDA and TA.Withdrawals will be deemed paid by a particular Program Bank when such funds are transmitted by that Program Bank to UMB and a Program Bank will be released from all liability for with drawn funds once that Program Bank delivers those funds to UMB for credit to your CheckingAccount.
Under federal regulations, Program Banks may reserve the right to require seven (7) days’ notice before permitting a transfer of funds out of an MMDA. While the Program Banks have not indicated their intention to implement such a policy, a Program Bank may, at any time, choose todo so.
9. DEPOSITS TO AND WITHDRAWALS FROM THE PROGRAM.
(a) Deposits to the Program.
(1) Funding your Checking Account. Funds intended for the Program must be deposited to your Checking Account as described below. You cannot deposit funds intended for the Program directly into a Program Account at a Program Bank. UMB is not responsible for transactions initiated through mail or outside depository until it actually receives and records them.UMB may refuse a deposit, limit the amount of a deposit, or return all or any portion of a deposit.Deposits are subject to verification by UMB.
(A) Transfer from Linked External Account. You can make a deposit to your Checking Account by instructing UMB through the UNIFIMONEY Dashboard to initiate anACH debit transferring funds from a Linked External Account to your Checking Account. Deposit instructions are available through the UNIFIMONEY Dashboard. If you instruct a deposit of funds through the UNIFIMONEY Dashboard to the Program before the end of a Business Day, UMB will initiate an ACH debit transfer from the applicable Linked External Account to your CheckingAccount on such Business Day. Such funds will be credited to your Checking Account on the following Business Day. When you request a deposit to the Program, you must ensure that there are sufficient available funds in the applicable Linked External Account on the date the money will be withdrawn from that account, or such deposit will not be processed.
(B) Preauthorized Credits. You can make deposits to your CheckingAccount by arranging for preauthorized credits (such as direct deposits) to your Checking Account through a third party (such as your employer). Such funds will be credited to your CheckingAccount on the Business Day UMB receives the deposit. If, in connection with a direct deposit plan, any amount is deposited in the Checking Account that is claimed by the federal government or any state government for any reason, you authorize UMB to deduct the amount of liability from the Checking Account or from any other account you have with UMB, without prior notice and at any time, except as prohibited by law. UMB may also use any other legal remedy to recover the amount of liability.
(C) Cash and Check Deposits. You can make deposits to your CheckingAccount by depositing cash or checks through the mail. Such funds will be credited to yourChecking Account as described in the Expedited Funds Availability Act Disclosure. UMB is not liable for any deposits, including cash, lost in the mail, lost in transit or not received by UMB.
(D) Other Funding Services. UMB may offer other services available for depositing funds to your Checking Account in connection with the Program (including UMB's mobile deposit service). Your use of any such other service will be subject to the addendum for that service (and that addendum will constitute part of the Agreement.
(2) When Funds are Swept. Within one (1) Business Day after funds are credited to your Checking Account as described in Section 9(a)(1), UMB will sweep those funds to the Program Accounts at Program Banks in the order described above (after giving effect to your Opt-Out List). Your Checking Account may show a zero balance while such funds are in transit.
UMB may choose not to transfer to the Program Accounts any amount that UMB has credited to the Checking Account but has not yet collected. If UMB chooses to transfer the amount of your deposit to the Program Accounts before it has collected the funds, you will be responsible for any resulting negative account balance in the Checking Account if UMB does not collect such funds.
You will not earn interest on deposits to the Program until the day they are swept to the Program Accounts at Program Banks; however, you will earn interest on such funds up to, but not including, the date of withdrawal; provided that your Program Balance exceeds the threshold amount for earning interest described below.
(3) Deposit Cutoff Time. Except as provided in the addendum for another service offered by UMB in connection with the Program, the cutoff time for deposits to the Program is 4:30 p.m. Central Time on a Business Day. All instructions received after such time will be treated as if provided on the following Business Day.
(4) Hold on Certain Deposits to the Program. UMB may place a hold on funds transferred from a Linked External Account to your Checking Account through the UNIFIMONEY Dashboard for up to three (3) Business Days after they are credited to yourChecking Account, which will prevent you from making a withdrawal of the funds from theProgram during such period. This hold will not prevent UMB from sweeping funds credited to aChecking Account to the Program Accounts.
(5) Maximum Deposit Limit. Except as set forth in the addendum for another service offered by UMB in connection with the Program (including the mobile deposit service),there are no current limits on the amount, number of, or frequency of deposits into your CheckingAccount. For security reasons, there may be other limits on the type, amount, number of, or frequency of deposits you can make under the Program.
(b) Withdrawals from the Program.
(1) Requesting Withdrawal. You may only withdraw funds held at ProgramBanks through the Program as described below. You cannot withdraw funds by contacting theProgram Banks directly. Funds withdrawn from the Program will be transferred to your CheckingAccount. Subject to the other terms and conditions of this Agreement (and the Debit CardAgreement and the addendum for any other withdrawal service UMB offers in connection with the Program), when you make a withdrawal of funds from the Program as described below, UMB will initiate a wire transfer (at no additional cost to you) from the Program Accounts to yourChecking Account on the Business Day UMB receives the withdrawal instruction. Such funds will be credited to your Checking Account on the same Business Day and will be used to fund the withdrawal.
(A) Transfer to Linked External Account. You can make a withdrawal from the Program by providing withdrawal instructions through the UNIFIMONEY Dashboard.Subject to the other terms and conditions of this Agreement, after settlement of the withdrawn funds in the Checking Account, UMB will initiate an ACH credit transfer in the amount of the withdrawal from the Program to the applicable Linked External Account.
(B) Check Writing. You can make a withdrawal from the Program by writing checks against your Checking Account, subject to the additional terms set forth in theChecking Account Addendum. If UMB pays a check that is drawn against your Checking Account and presented for payment, such check will be paid, subject to the other terms and conditions of this Agreement, after settlement of the withdrawn funds in the Checking Account.
(C) Debit Card Transactions. If you activate the Card offered in connection with the Program, you can make a withdrawal from the Program by using your Card to pay merchants at the point of sale or withdrawing funds at an ATM, subject to the additional terms set forth in the Debit Card Agreement. If a transaction made using your Card is authorized, such transaction will be paid, subject to the other terms and conditions of this Agreement and theDebit Card Agreement, after settlement of the withdrawn funds in the Checking Account.
(D) Preauthorized Debits. You can make withdrawals from the Program by arranging for debits from your Checking Account through a third party (such as your land lord or utility service provider). Subject to the other terms and conditions of this Agreement, such transactions will be paid after settlement of the withdrawn funds in the Checking Account.
(E) Auto-Invest Transfers. By enrolling in the Program you are providing a standing instruction to UMB to debit your Checking Account on a monthly basis foreach Auto-Invest Transfer to the Investment Account. The minimum Auto-Invest Transfer amount is twenty-five dollars ($25.00), but you may increase this amount at any time by accessing the UNIFIMONEY Dashboard and selecting a different amount. Subject to the other terms and conditions of this Agreement, such Auto-Invest Transfers will be paid after settlement of the withdrawn funds in the Checking Account. Once an Auto-Invest Transfer has been credited to your Investment Account, the funds so transferred are no longer part of the Program and neitherUMB nor UNIFIMONEY have any obligation regarding those funds. You may at any time rescind your standing instructions for Auto-Invest Transfers by providing at least ten (10) days prior notice of such rescission to UMB through the UNIFIMONEY Dashboard. Any such rescission will be treated as a voluntary termination of your relationship with UNIFIMONEY pursuant toSection 16(f), and UMB will treat such termination as an instruction to close your CustomerAccount pursuant to Section 16(b).
(F) Interest-Sweep Transfers. By enrolling in the Program you are providing a standing instruction to UMB to debit your Checking Account on a monthly basis foreach Interest-Sweep Transfer. Subject to the other terms and conditions of this Agreement, such transactions will be paid after settlement of the withdrawn funds in the Checking Account. Oncean Interest-Sweep Transfer has been credited to your Investment Account, the funds so transferred are no longer part of the Program and neither UMB nor UNIFIMONEY have any obligation regarding those funds. You may at any time rescind your standing instructions for Interest-SweepTransfers by providing at least ten (10) days prior notice of such rescission to UMB through the UNIFIMONEY Dashboard. Any such rescission will be treated as a voluntary termination of your relationship with UNIFIMONEY pursuant to Section 16(f), and UMB will treat such termination as an instruction to close your Customer Account pursuant to Section 16(b).
(G) Other Transfer or Withdrawal Service. UMB may offer other services available for withdrawing funds from your Checking Account in connection with theProgram (including UMB's bill payment service). Your use of any such other service will be subject to the addendum for that service (and that addendum will constitute part of the Agreement.
(2) Withdrawal Cutoff Time. Except as provided in the addendum for another service offered by UMB in connection with the Program, the cutoff time for withdrawals from theProgram is 4:30 p.m. Central Time on a Business Day. Withdrawal instructions received after such time will be treated as if provided on the following Business Day.
(3) Other Transfers. UMB reserves the right to recall or reverse funds deposited at Program Banks as needed to cover your obligations under this Agreement, including withdrawal requests, negative balances, charges incurred or other items.
(4) Maximum Withdrawal Limit. Except as set forth in the Debit CardAgreement or the addendum for another service offered by UMB in connection with the Program, there are no current limits on withdrawals of your funds from the Program. For security reasons, there may be other limits on the type, amount, number of, or frequency of withdrawals you can make from the Program.
(5) Newly Linked External Accounts. For the first sixty (60) days after you make a deposit to the Program from a new Linked External Account (a “Newly Linked ExternalAccount”), the amount deposited from such Newly Linked External Account may only be withdrawn from the Program if transferred back to the same Newly Linked External Account or to an Established Linked External Account. A Newly Linked External Account is considered an“Established Linked External Account” beginning on the sixty-first (61st) day after you make your first deposit to the Program from such Newly Linked External Account.
10. BALANCES; INTEREST; ACCOUNT STATEMENTS.
(1) Program Balance. On any day, you may confirm through the UNIFIMONEY Dashboard the aggregate principal balance representing your funds held in theChecking Account and your interests in the Program Accounts held in your Custodial Account(your “Program Balance”), and the principal balance of your funds held in Program Accounts at each Program Bank, as of the settlement of payments to and from UMB and the Program Banks for the preceding Business Day or, after settlement on a Business Day, for that Business Day. The amount allocated to Program Banks each Business Day will reflect your Program Balance, plus any funds to be deposited at Program Banks on that day, minus any withdrawals from the Program that will occur on that day.
(2) Maximum Program Balance. We may impose a maximum Program Balance amount for your funds placed through the Program and will inform you of any maximum ProgramBalance so imposed. If you request a deposit to the Program, UMB may choose not to transfer the amount to the Program Accounts to the extent that it would cause the Program Balance to exceed this maximum amount.
(3) Checking Account Balance. The Checking Account is intended to have a zero balance at the end of each Business Day. The Checking Account will have a positive balance to the extent any deposits to the Program have not yet been transferred to Program Accounts atProgram Banks, or to the extent any withdrawals from the Program have been transferred from theProgram Accounts to the Checking Account but have not yet been paid or transferred as described in Section 9(b). The Checking Account could have a negative balance as described in thisAgreement.
(4) No Overdraft Feature. There is no overdraft feature associated with yourCustomer Account. If you attempt to make a withdrawal from the Program in excess of your available Program Balance (net of any holds imposed as described above), UMB may decline the withdrawal from the Program or allow the withdrawal only to the extent of your available ProgramBalance. Neither of us will be responsible for any costs or losses you may incur (including fees, costs, charges, attorneys’ fees, investment losses, claims, demands, or liability resulting from any litigation or other actions) as a result of UMB’s decision to decline or limit any withdrawal from the Program because it exceeds your available Program Balance.
(5) Negative Account Balances. If you instruct a deposit to or withdrawal from the Program that results in a negative balance in your Checking Account, you agree to promptly deposit an amount equal to such shortfall after receipt of notice about the negative balance. UMB reserves the right not to honor any deposits to or withdrawals from the Program from yourChecking Account while it has a negative balance. If a payment in the amount of the negative balance is not received within a reasonable time, as UMB determines in its sole discretion, UMB reserves the right to close and terminate your Customer Account in accordance with the procedures set forth in this Agreement.
(1) Funds in the Checking Account. Funds held in your Checking Account do not earn interest.
(2) Funds in Program Accounts. The interest rate for your funds held inProgram Accounts at Program Banks on any day will be the then-current rate UNIFIMONEY establishes, which may be any rate (including zero) and which can be modified at any time. You will only earn interest at the applicable interest rate on your funds in the Program Accounts each day to the extent your Program Balance meets or exceeds a minimum threshold amount, if any, established from time-to-time by UNIFIMONEY. If on any day your Program Balance is below such threshold amount, you will not earn interest on your funds in the Program Accounts for that day.
The applicable interest rate available to you for your interests in the ProgramAccounts may be different from those available directly from a Program Bank. The current interest rates are available here.
Neither UNIFIMONEY nor UMB offers or promises you any particular interest rate. In particular, neither UNIFIMONEY nor UMB promises you that an interest rate will be any particular rate or that an interest rate that may be effective at a given time will be effective at a later time. The interest rates are subject to change at any time without prior notice to you. Through your continued participation in the Program, you accept each applicable interest rate.
The applicable interest rate will not differ if your funds are on deposit in a TA orMMDA (if any) at a Program Bank.
(3) Payment of Interest. Payment of the full amount of all accrued interest with respect to a Program Account at a Program Bank will be solely the responsibility of, and solely enforceable against, that Program Bank. Neither UNIFIMONEY nor UMB has any obligation to you for any such amount.
The Program Banks have agreed that interest on your funds on deposit in theProgram Accounts will accrue daily and compound monthly at the applicable interest rate and will be credited to the Program Accounts (and your interest therein will be reflected in the Custodial Account) at least once each month. When your Customer Account is closed, you will receive a credit for interest accrued on your interests in the Program Accounts based on the prorated number of days during the month your Customer Account was open.
(4) Compare Rates. Neither UMB nor UNIFIMONEY is advising you regarding alternative deposit or cash investments, and you are solely responsible for comparing the rates of return and other features of the Program Accounts to other available deposit accounts and other kinds of investments before deciding to place your funds in the Program.
The applicable interest rate for your interests in the Program Accounts may be higher or lower than interest rates on comparable deposits available directly from UMB, from theProgram Banks that establish the Program Accounts, from other Program Banks, or from insured depository institutions that are not Program Banks.
In no event can the interest rates(s) paid to you under the Program exceed the rate of interest paid by the Program Banks under the Program. In the event the interest rate paid by theProgram Banks under the Program is less than the interest rates(s) offered to you under theProgram, the interest rate(s) offered under the Program will be reduced to a rate which does not exceed the rate paid by the Program Banks under the Program. This reduction in interest rates can occur at any time including during any promotional period or grace period.
From time to time, UNIFIMONEY may make special offers or promotional programs (“Promotions”) available to new or existing Customers. The Promotions may feature promotional interest rates, fee reimbursements, or other account terms that differ from the terms of this Agreement related to the Program generally (the “Promotion Terms”). The PromotionTerms will be disclosed as part of the Promotion. To the extent your Customer Account is eligible for, and you participate in, any Promotion, the Promotion Terms will supersede any contrary terms contained in the Agreement for the duration of any such Promotion.
(c) Account Statements. Through the UNIFIMONEY Dashboard, UMB will provide you with periodic account statements for your Customer Account that will include, among other information: (1) for each Custodial Account, your Program Balance as of the end of the statement period, the total interest you have earned on your funds held in the Program Accounts during the period, the rate of return you have earned on the daily average closing principal balance representing your interests in the Program Accounts for the period, and your principal balance at each Program Bank in which your funds are deposited as of the end of the period, and (2) for eachChecking Account, your beginning and ending balance and any transaction activity in theChecking Account for the statement period (each, an “Account Statement”). You should retain your Account Statements.
(d) Responsibility to Review Account Statements. It is your responsibility to review allAccount Statements promptly upon receipt. You should contact UMB immediately if you have any questions or concerns about the activity reflected on your Account Statement. You are strongly encouraged to log into your UNIFIMONEY Dashboard regularly to review your deposits to and withdrawals from the Program and immediately alert UMB, at 888-909-0586, or UNIFIMONEY, at firstname.lastname@example.org, about any transfers you do not recognize. It is also your responsibility to take reasonable steps to protect the security of your UNIFIMONEY Dashboard and your Credentials (as defined below). Please note that if you give someone access to your UNIFIMONEY Dashboard or your Credentials and they access or use theProgram or your Customer Account, you are responsible for any transfers made by them.
(e) Tax Statements. UMB is required by law to annually report to you and to theInternal Revenue Service on Form 1099, any taxable interest, dividends and capital gains credited to your Custodial Account, as well as any taxes withheld. The year-to-date interest earned figures shown on your monthly Account Statements reflect these amounts classified to the best of UMB’s current knowledge. Where UMB is advised prior to the end of the calendar year that certain interest payments or other items initially characterized as interest payments should be reclassified, the corrected items will be reflected on a subsequent monthly Account Statement. Statements will be made available through the UNIFIMONEY Dashboard.
11. FDIC INSURANCE COVERAGE.
(a) Generally. Your funds held in Program Accounts at the Program Banks will be insured by the FDIC up to applicable limits. The maximum FDIC insurance coverage available at any single insured depository institution per depositor, per account ownership category, is currently $250,000. All your deposits at a Program Bank in or outside of the Program that are held in the same insurable capacity (whether you are acting directly or through an intermediary) will be aggregated for purposes of the SMDIA of $250,000. Insurable capacities include individual accounts, joint accounts, and individual retirement accounts. You may obtain information aboutFDIC deposit insurance coverage by visiting the FDIC website at www.fdic.gov or by contacting the FDIC by letter, email, or telephone.
(b) Monitoring Program Accounts. You are responsible for monitoring the total amount of your funds held in the Program Account at each Program Bank in each insurable capacity to determine the extent of FDIC deposit insurance coverage available to you for deposit sat that Program Bank. It is important to note that for purposes of calculating available FDIC insurance coverage, cash swept to a Program Bank under the Program will be added to any other amounts you may have on deposit at that Program Bank held in the same insurable capacity. You should consider adding to your Opt-Out List (when available) any FDIC-insured depository institution at which you have other deposits in the same insurable capacity. You should confirm that allocations of your funds among Program Banks is consistent with your Opt-Out List. NeitherUMB, UNIFIMONEY nor any of the Program Banks is responsible for monitoring the total amount of your deposits at any Program Bank or preventing your aggregate deposits from exceeding the maximum amount eligible for FDIC insurance coverage at any Program Bank.
(c) Checking Account. Your deposits in the Checking Account, alone or when aggregated with your other deposits with UMB in the same insurable capacity, may exceed theSMDIA. For example, your balances may exceed the SMDIA until large deposits to the Program are swept to the Program Accounts.
(d) Deposit Insurance Payments. If deposit insurance payments become necessary for one of the Program Accounts, the FDIC is required to pay the principal amount plus accrued interest to the date of the closing of the Program Bank, as prescribed by law, subject to the SMDIA. No interest is earned on deposits from the time a Program Bank closes until insurance payments are received. As an alternative to making a direct insurance payment, the FDIC may transfer the deposits of an insolvent institution to a solvent institution. The solvent institution may change the interest rate on a deposit, subject to your right to withdraw the funds. In general, if an insured depository institution is closed, the FDIC is required by law to pay the insured deposits “as soon as possible,” either by cash or by transferring the deposits to a new insured depository institution.It is possible, however, that an insurance payment could be delayed. Neither UMB nor UNIFIMONEY will be obligated to make any payment to you in satisfaction of a loss you might incur as a result of a delay in an insurance payment, and neither UMB nor UNIFIMONEY will be obligated to advance funds with respect to any such payment. UMB will notify you if it receives a deposit insurance payment from the FDIC with respect to the Program Accounts at a failedProgram Bank at which your funds are deposited. Should UMB receive a deposit insurance payment with respect to your interests in the Program Accounts at a failed Program Bank, UMB will place the amount of the payment in one or more Program Accounts at other Program Banks, subject to the terms and conditions of this Agreement.
(e) No SIPC Coverage. Funds held in the Customer Account and the Program Accounts are not insured by SIPC coverage because they are ineligible for such coverage. However, these amounts are subject to FDIC coverage as described above. For additional information about SIPC, see SIPC’s website at www.sipc.org or call SIPC at 202-371-8300.
12. TRUTH IN SAVINGS DISCLOSURE.
The following information relates to your Checking Account:
(a) Rate Information. UMB does not pay interest on the Checking Account.
Minimum Balances. A minimum initial deposit of $100.00 must be made within fourteen (14) days of opening your Checking Account.
(1) Monthly Maintenance Fee. Beginning ninety (90) days after your CheckingAccount is opened, a maintenance fee of $10.00 will be imposed and debited from your CheckingAccount every month if you do not either (A) deposit at least $6,000.00 into the Checking Account during that month or (B) maintain a Program Balance of least $35,000.00 at all times during that month.
(2) Stop Payment Fees. If you place a stop payment order on a check through the UNIFIMONEY Dashboard, a fee of $8.50 will be imposed and debited from your CheckingAccount for each such stop payment order. If you place a stop payment order on a check by calling customer support, a fee of $32.00 will be imposed and debited from your Checking Account foreach such stop payment order.
(3) Returned Item Fees. If an Item deposited in your Checking Account is returned to us unpaid for any reason, a fee of $6.00 will be imposed and debited from yourChecking Account for each such returned Item.
(4) Insufficient Funds/Overdraft Fees. If an Item (including a check, draft, electronic payment or other withdrawal) is presented against your Checking Account that, if paid, would cause your Checking Account to be overdrawn (after giving effect to any sweep of funds from the Program Accounts contemplated by the Agreement), a fee of $36.00 will be imposed and debited from your Checking Account for each such Item. Insufficient funds and overdraft fees are limited to four (4) per day and will not be assessed if your Checking Account balance is negativeFive Dollars (-$5.00) or less.
(5) ATM Transaction Fee. If you make a withdrawal or balance inquiry at anATM that is not owned by UMB and that does not participate in the All point network, a fee of$0.75 will be imposed and debited from your Checking Account for each such withdrawal or balance inquiry. The owner of the ATM may also charge you a fee.
(6) International Transaction Fee. If you use your Card at an ATM or POS terminal outside of the United States of America, a fee equal to 2% of the transaction amount will be imposed and debited from your Checking Account for each such transaction.
(7) Check Printing Fees. The cost for checks varies with depending on the style of checks your order.
(8) Wire Transfer Fees. A fee of $12.00 will be imposed and debited from yourChecking Account for each incoming or outgoing wire transfer of funds.
(9) Other Fees. UMB may charge your Checking Account for complying with legal process, as described above. For a complete listing of all fees that may be imposed in connection with your Checking Account, please review our Fee Schedule that is available here.
13. ELECTRONIC FUND TRANSFER ACT DISCLOSURES.
The following information relates to your Checking Account:
(a) Consumer Liability. You must advise UMB AT ONCE if you believe your Card or your password or login information for your UNIFIMONEY Dashboard (your “Credentials”) have been lost or stolen, or if you believe that an electronic fund transfer involving the Program or yourChecking Account has been made without your permission (an “Unauthorized Transfer”) by phoning UMB or notification through the UNIFIMONEY Dashboard as provided below.Telephoning is the best way of keeping your possible losses down. You could lose all the money in your Customer Account. If you tell UMB within two (2) Business Days after you learn of the loss or theft of your Card or your Credentials, you can lose no more than $50 if someone used yourCard or your Credentials without your permission.
If you do NOT advise UMB within two (2) Business Days after you learn of the loss or theft of your Card or your Credentials, and UMB can prove it could have stopped someone from using your Card or your Credentials without your permission if you had told UMB, you could lose as much as $500.
Also, if your Account Statements show transfers that you did not make, including those made with your Card or your Credentials or other means, tell UMB at once. If you do not tell UMB within sixty (60) days after the Account Statements were made available to you, you may not get back any money you lost after the 60 days if UMB can prove that it could have stopped someone from taking the money if you had told UMB in time. If a good reason (such as a long trip or a hospital stay) kept you from telling UMB, UMB will extend the time period.
(b) Contact in Event of Unauthorized Transfer. If you believe your Card or yourCredentials have been lost or stolen, call: 888-909-0586 or contact email@example.com.
You should also call the number or write to the email address listed above if you believe an Unauthorized Transfer has been made.
(c) Business Days. For purposes of these Electronic Funds Transfer Act Disclosures,UMB’s Business Days include any day the Federal Reserve Bank of Kansas City is open for business, generally each day other than each Saturday, Sunday and Federal holidays.
(d) Transfer Types and Limitations.
(1) Account Access. The transactional capabilities on your Checking Account are described below. These transactional capabilities are subject to the additional terms and conditions set forth in the Checking Account Addendum and, as applicable, the Debit CardAgreement and the addendum for any other services UMB offers in connection with the Program.In addition to these transactional capabilities, there may be other transactional capabilities on yourChecking Account disclosed in the Checking Account Addendum or in other agreements withUMB. In order to facilitate deposits to and withdrawals from the Program, you may use yourCredentials, Checking Account number, or Card to:
(A) Make deposits to your Checking Account by instructing UMB through the UNIFIMONEY Dashboard to initiate ACH debits from a Linked External Account to the Checking Account.
(B) Make deposits to your Checking Account by arranging for credits(such as direct deposits) to the Checking Account through a third party (such as your employer).
(C) Withdraw cash from your Checking Account by using your Card at an ATM.
(D) Pay for purchases at places that have agreed to accept the Card offered in connection with the Program.
(E) Withdraw cash or pay third-parties by writing a check drawn on your Checking Account.
(F) Transfer funds to a Linked External Account by instructing UMB to make ACH credits from the Checking Account to a Linked External Account through the UNIFIMONEY Dashboard.
(G) Pay a third party (such as your landlord or utility service provider)by arranging for preauthorized debits from the Checking Account through that third party.
(H) Transfer funds to your Investment Account as set forth in this Agreement. Some of these services may not be available at all ATM terminals.
(2) Electronic Check Conversion. You may authorize a merchant or other payee to make a one-time electronic payment from your Checking Account using information from your check to (A) pay for purchases, or (B) pay bills.
(3) Limitations on Frequency and Dollar Amounts of Transfers. Except as set forth in the Debit Card Agreement or the addendum for other services offered by UMB in connection with the Program, as applicable, and as otherwise provided in this paragraph, UMB does not currently impose limits on transfers to or from your Checking Account. For security reasons, there may be other limits on the type, amount, number of, or frequency of deposits or withdrawals you can make to or from the Program.
(4) Newly Linked External Accounts. For the first sixty (60) days after you make a deposit to the Program from a Newly Linked External Account, the amount deposited from such Newly Linked External Account may only be withdrawn from the Program if transferred to the same Newly Linked External Account.
Checking Account or the transfers you make:
party, such as a credit bureau or merchant;
(1) Preauthorized Credits. If you have arranged to have direct deposits made to your Checking Account at least once every 60 days from the same person or company, you can call UMB at 888-909-0586 to find out whether or not the deposit has been made.
(2) Account Statements. You will receive monthly Account Statements that will be electronically available via the UNIFIMONEY Dashboard.
(3) Terminal Transfers. You can get a receipt at the time you make any transfer from your Checking Account using most ATMs or point-of-sale terminals.
(h) Preauthorized Payments.
(1) Right to stop payment and procedure for doing so. If you have told UMB in advance to make regular payments out of your Checking Account, you can stop any of these payments. Here’s how:
Call UMB at 888-909-0586 or contact firstname.lastname@example.org, in time for it to receive your request three (3) Business Days or more before the payment is scheduled to be made.If you call, UMB may also require you to put your request in writing and get it to UMB within fourteen (14) days after you call.
(2) Notice of Varying Amounts. If these regular payments may vary in amount, the person you are going to pay will tell you, ten (10) days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.
(3) Liability for Failure to Stop Payment of Preauthorized Transfer. If you orderUMB to stop one of these payments three (3) Business Days or more before the transfer is scheduled, and UMB does not do so, UMB will be liable for your losses or damages.
(i) Financial Institution’s Liability. If UMB does not complete a transfer to or from your Checking Account on time or in the correct amount according to its Agreement with you,UMB will be liable for your losses or damages. However, there are some exceptions. UMB will not be liable, for instance:
(1) If, through no fault of UMB, you do not have enough money in your LinkedExternal Account or Checking Account to make the transfer.
(2) If the UNIFIMONEY Dashboard, terminal or other system was not working properly and you knew about the breakdown when you started the transfer.
(3) If circumstances beyond UMB’s control (such as fire or flood) prevent the transfer, despite reasonable precautions that UMB has taken.
(j) ATM Fees. When you use an ATM not owned by UMB, you may be charged a fee by the ATM operator or any network used, and you may be charged a fee for a balance inquiry even if you do not complete a fund transfer.
(k) Error Resolution Notice. In case of errors or questions about your electronic transfers, telephone UMB at 888-909-0586 or email UMB at email@example.com, as soon as you can, if you think your Account Statement is wrong or if you need more information about a transfer listed on the Account Statement. UMB must hear from you no later than sixty (60)days after the FIRST statement on which the problem or error appeared was made available to you.
as you can why you believe it is in error or why you need more information.
(3) Tell UMB the dollar amount of the suspected error.
If you tell UMB orally, UMB may require that you send UMB your complaint or question in writing within ten (10) Business Days after UMB hears from you and will correct any error promptly. If UMB needs more time, however, it may take up to forty-five (45) days to investigate your complaint or question. If UMB decides to do this, it will credit your Checking Account within ten (10) Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes UMB to complete its investigation. If UMB asks you to put your complaint or question in writing and does not receive it within ten (10) Business Days, UMB may not credit your Checking Account.
For errors involving new Checking Accounts, UMB may take up to ninety (90) days to investigate your complaint or question. For new Checking Accounts, UMB may take up to twenty(20) Business Days to credit your Checking Account for the amount you think is in error.
UMB will tell you the results within three (3) Business Days after completing its investigation. If UMB decides that there was no error, it will send you a written explanation. You may ask for copies of the documents that UMB used in its investigation.
14. EXPEDITED FUNDS AVAILABILITY ACT DISCLOSURE.
The following information relates to your Checking Account:
(a) Your Ability to Withdraw Funds. UMB’s policy is to make funds from your cash and check deposits available to you on the Business Day UMB receives your deposit. Electronic direct deposits will be available on the day UMB receives your deposit. Funds from your ACH debit transfers from a Linked External Account that you instruct UMB to make through the UNIFIMONEY Dashboard will be available three (3) Business Days after the funds are credited to your Checking Account. Once they are available, you can withdraw the funds in cash and we will use the funds to pay checks that you write.
(b) Business Days. For determining the availability of your deposits, “Business Day”includes any day the Federal Reserve Bank of Kansas City is open for business, generally each day other than each Saturday, Sunday and Federal holidays. If you send deposit instructions before4:30 p.m. Central Time on a Business Day, we will consider that day to be the day of your deposit.However, if you send deposit instructions after 4:30 p.m. Central Time on a Business Day or on anon-Business Day, UMB will consider that the deposit was made on the next Business Day UMBis open.
(c) Longer Delays May Apply. In some cases, UMB will not make all of the funds that you deposit by check available to you on the Business Day of your deposit. Depending on the typeof check that you deposit, funds may not be available until up to the second Business Day after the day of your deposit. However, the first $225 of your deposits will be available on the BusinessDay of your deposit.
If UMB is not going to make all of the funds from your check deposit available on theBusiness Day of your deposit, UMB will notify you at the time you make your deposit. UMB will also tell you when the funds will be available. If your deposit is mailed to UMB, UMB will provide you the notice by the Business Day following the day UMB receives your deposit. If you will need the funds from a deposit right away, you should ask UMB when the funds will be available.
In addition, under the following circumstances, funds you deposit by check may be delayed up to five (5) Business Days in addition to the maximum two-day delay explained above.
(d) Special Rules for New Accounts. If you are a new customer, the following special rules will apply during the first thirty (30) days that your Checking Account is open.
Funds from electronic direct deposits to your Checking Account will be available on the day UMB receives the deposit. Funds from your ACH debit transfers made through the UNIFIMONEY Dashboard from an External Account will be available four (4) Business Days after UMB receives the ACH debit transfer. Funds from deposits of cash, wire transfers, and the first $5,525 of a day's total deposits of cashier's, certified, teller's, traveler's, and federal, state and local government checks will be available on the first Business Day after the day of your deposit if the deposit meets certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess over $5,525 will be available on the ninth (9th)Business Day after the day of your deposit. If your deposit of these checks (other than a U.S.Treasury check) is not made in person to one of our employees, the first $5,525 will not be available until the second Business Day after the day of your deposit.
15. COMMUNICATIONS REGARDING THE PROGRAM AND CUSTOMER ACCOUNT.
(a) Accessing Information. You may access information about the Program and yourCustomer Account, including information about Program Balances, disclosures, and AccountStatements, through the UNIFIMONEY Dashboard at the following link: www.unifi.money. Any information we provide to you pursuant to this Agreement or applicable law in connection with the Program or your Customer Account will be delivered through the UNIFIMONEY Dashboard.
(c) Third-Party Agreements and Fees. Your ability to access and use the Program and your Customer Account will also be dependent on services provided by various third parties such as your Internet service provider, your mobile phone carrier, and other third parties which provide or support the hardware or software needed to access the UNIFIMONEY Dashboard and yourCustomer Account online. You agree to comply with the terms of any related agreements you have with such providers and acknowledge that neither UMB nor UNIFIMONEY controls the products or services provided by such third parties and have no responsibility for the quality of the services or products provided by them. You further acknowledge that neither UMB nor UNIFIMONEY has any liability to you for any losses or damages you may sustain if you are unable to access the UNIFIMONEY Dashboard or execute a deposit to or withdrawal from the Program, to the extent caused by the failure of any such third party to properly maintain or timely deliver its services or products.
There are no fees charged by UMB or UNIFIMONEY to access the UNIFIMONEY Dashboard and your Customer Account online or via the UNIFIMONEY Mobile App, however you may incur charges from your Internet or mobile service provider for downloading the UNIFIMONEY Mobile App, or sending or receiving data related to the Program. Please check the agreements with your Internet or mobile service providers for details on any applicable charges or fees.
(d) Telephone Calls to You. Unless otherwise required by law, you hereby consent to receiving autodialed and/or prerecorded calls, voice messages or text messages from UMB and UNIFIMONEY at the mobile number provided.
16. TERMINATION; ACCOUNT CLOSING, SUSPENSION, DORMANCY.
(a) Termination of Participation in the Program. You may at any time terminate your custodial relationship with UMB and your participation in the Program by providing ten (10) days written notice through the UNIFIMONEY Dashboard. Any request to terminate your participation in the Program will be treated as a request to close your Customer Account. UMB or UNIFIMONEY may terminate your participation in the Program and close yourCustodial Account for any reason by providing ten (10) days written notice to you. UMB may also terminate your participation in the Program and close your Customer Account without notice if:(1) you fail to make a deposit to the Program in the manner described in this Agreement promptly after the date your Customer Account is opened, (2) UMB determines in its sole discretion that your use of the Program or your Customer Account is inconsistent with applicable law or the terms of this Agreement, including UMB’s and/or UNIFIMONEY’s policies and procedures, or (3) we believe that your Customer Account is subject to or being used to facilitate suspicious, irregular, unauthorized, fraudulent or illegal activity.
(b) Account Closing. You may close your Customer Account at any time by providing instructions to close your Customer Account through the UNIFIMONEY Dashboard. Furthermore, your Customer Account will be closed by UMB in the event we terminate your participation in theProgram as set forth above. Before closing your Customer Account, UMB will withdraw and remit to a Linked External Account, or at UMB’s or UNIFIMONEY’s discretion, will send a check representing, all amounts due you on deposit with the Program Banks. You agree that UMB may deduct from the Checking Account all amounts due on your Checking Account, including any outstanding negative balance. If there are insufficient funds in your Checking Account to pay these amounts in full after your funds are transferred from the Program Accounts, you agree to reimburseUMB for such amounts upon demand.
Please note that you may not immediately close your Customer Account under certain circumstances. For example: (1) if your Checking Account has a negative balance; (2) if yourCustodial Account or Checking Account is subject to a hold, lien or other restriction; (3) if we have reason to believe that your Customer Account is being closed to evade an investigation or legal process; or (4) if you have initiated a withdrawal from the Program that has not yet been paid from your Customer Account.
If you attempt to close your Customer Account while we are conducting an investigation,UMB may hold your funds for up to 180 days to protect itself or a third party against the risk of claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Customer Account even after it is closed.
(c) Account Suspension. If at any time UMB believes that your use of the Program or your Customer Account is inconsistent with applicable law or the terms of this Agreement, including UMB’s policies and procedures, or if UMB identifies suspicious, irregular, unauthorized, fraudulent or illegal activity, UMB may, in its sole discretion, suspend or freeze access to certain features of the Program or the Customer Account (such as withdrawals from theProgram), or suspend or freeze the assets in the Customer Account until such time as UMB is able to complete its investigation or close your Customer Account. Where permissible, we may provide advance notice to you prior to suspending or freezing features of the Program or your CustomerAccount or the assets in your Customer Account. UMB may at its discretion provide notice of any such suspension via posting to your UNIFIMONEY Dashboard, an entry on your AccountStatements, an e-mail message, or a printed letter. UMB may not provide advance notice to you if prohibited by law or regulation to do so or where we believe that providing such notice could result in a security risk to us or any third party.
(d) Dormant Accounts. Assets in your Customer Account are subject to state and federal law regarding abandoned and unclaimed property. If there is no activity in your CustomerAccount (other than periodic interest payments or similar transactions initiated by UMB) for a prolonged period, as determined by the law of the relevant state (typically your state of residence according to UMB’s records), your Customer Account may be deemed abandoned, in which caseUMB will turn over the assets in your Customer Account to the appropriate state authority. UnlessUMB has previously determined that it does not have valid contact information for you, UMB will generally attempt to contact you prior to the expiration of the relevant period under the applicable unclaimed property law so that you may claim the Customer Account. To the extent permitted by applicable law, UMB will deduct from your Customer Account any reasonable expenses it incurs in attempting to contact you and, as necessary, in remitting the Customer Account assets to the state once they have been deemed abandoned. Without limiting any other provision of thisAgreement, once UMB has turned over your abandoned Customer Account assets to the relevant state authority, UMB will have no further obligation to you with respect to the Customer Account, and you must apply to the relevant state authority to reclaim your property.
(e) Bankruptcy, Insolvency, Incompetency and Death. You agree to give prompt notice to us through the UNIFIMONEY Dashboard in the event of your bankruptcy or insolvency. You agree that your guardian will give such notice of your incompetency and that your estate will give such notice of your death.
We may, before or after receiving notice of any of the conditions described in the preceding paragraph, commence any proceedings, require any documents, restrict access to certain features of the Program or the Customer Account or demand immediate repayment of any amounts owed to either of us, as we deem advisable in either of our discretion to protect us against potential tax, liability, penalty, expense or loss. The person subject to the condition will be liable to both of us for (1) any tax, liability, penalty, expense or loss resulting from the completion of transactions(such as withdrawals from the Program) initiated prior to UMB’s or UNIFIMONEY’s receipt of a written notice of the condition, (2) any tax, liability, penalty, expense or loss incurred in the liquidation of the Customer Account, and (3) any other obligations owing with respect to theProgram or the Customer Account.
(f) Termination of Your Relationship with UNIFIMONEY. If you voluntarily terminate your relationship with UNIFIMONEY, or such relationship is terminated involuntarily(for instance, in the event UNIFIMONEY terminates your access to the UNIFIMONEY Dashboard or in the event of UNIFIMONEY’s bankruptcy), you will no longer be eligible to participate in the Program and the funds in your Program Accounts will be returned to you, either by mailing you a check or transferring the funds to your Linked External Account. UMB will treat such voluntary or involuntary termination of your relationship with UNIFIMONEY as an instruction to close your Customer Account pursuant to Section 16(b) above. If your relationship with UNIFIMONEY is terminated voluntarily or involuntarily, you can contact UMB by calling 888-909-0586.
Except as otherwise set forth in this Agreement, you agree to indemnify and hold harmless UMB and UNIFIMONEY, and any of their respective affiliates, employees, directors, officers, agents or contractors, who provide services in connection with theProgram or your Customer Account from and against any and all losses, liabilities, claims and costs (including reasonable attorneys’ fees) that are in any way connected with (1) your use of theProgram, the Customer Account, the UNIFIMONEY Dashboard and any related services,including, without limitation, attorney’s fees and other costs incurred in collection of any negativebalance or other amounts due in connection with this Agreement, any transfers initiated by you orfor which you are the recipient, (2) any intentional or unintentional breach by you of any terms ofthis Agreement, (3) inaccurate or erroneous information provided by you, (4) collecting anyamounts you owe under this Agreement, (5) responding to any third party demands or claimsagainst or related to your Customer Account, (6) any alleged violation of the law by you, (7) anyinstructions provided by you, whether delivered electronically, by regular mail or by telephone,provided UMB follows those instructions and has reasonable procedures in place to preventunauthorized transfers, or (8) any failure to provide instructions by you. This indemnification is inaddition to, and does not limit, any rights that UMB or UNIFIMONEY may have to seekindemnification or recourse from you.
18. LIMITATION OF LIABILITY.
(a) Exclusive Remedy. UMB, UNIFIMONEY and/or their respective affiliates, employees, officers, directors, agents and contractors will be liable to you for your unreimbursed and actual proven damages arising from the negligent failure to perform their respective obligations under this Agreement, provided however that in no event will any of the foregoing beliable for losses or damages in excess of the amount of the transfer or deposit placement from which the claim arises.
THE FOREGOING CONSTITUTES YOUR EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF UMB, UNIFIMONEY AND THEIR RESPECTIVE AFFILIATES,EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR CONTRACTORS, IN CONNECTION WITH YOUR USE OF THE PROGRAM, YOUR CUSTOMER ACCOUNT, AND THE UNIFIMONEY DASHBOARD.
(b) No Other Liability. SUBJECT TO UMB’S AND UNIFIMONEY’S OBLIGATIONS IN SECTION 13(A), IN NO EVENT WILL UMB, UNIFIMONEY OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR CONTRACTORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES INCURRED OR ALLEGEDLY INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, NEITHER UMB, UNIFIMONEY OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS,DIRECTORS, AGENTS OR CONTRACTORS, WILL HAVE ANY LIABILITY TO YOU ORANY THIRD PARTY FOR: (1) ANY LOSS ARISING OUT OF OR RELATING TO A CAUSE OVER WHICH SUCH PERSONS DO NOT HAVE DIRECT CONTROL, INCLUDING THE CAUSES DESCRIBED IN SECTION 20(G), (2) DELAY IN ANY FDIC INSURANCE PAYMENT, (3) THE FINANCIAL CONDITION OF ANY PROGRAM BANK OR THE ACCURACY OF ANY FINANCIAL INFORMATION ABOUT ANY PROGRAM BANK, OR(4) ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS).
(c) Exclusion of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM, THE UNIFIMONEY DASHBOARD AND THE RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND,EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNIFIMONEY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE UNIFIMONEY DASHBOARD, AND OPERATION OF THE UNIFIMONEY DASHBOARD FOR THE PROGRAM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDEOF UNIFIMONEY OR UMB’S CONTROL. IN NO EVENT WILL UNIFIMONEY OR UMBOR ANY THIRD-PARTY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN OR YOUR USE OFTHE UNIFIMONEY DASHBOARD FOR ACCESS TO THE PROGRAM. SOME STATES DONOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THEFORE GOING DISCLAIMERS MAY NOT APPLY TO YOU.
By entering into this Agreement, you, UMB and UNIFIMONEY agree that disputes related to this Agreement, the Program and your Customer Account will be resolved as follows:
(a) You, UMB and UNIFIMONEY are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
(b) You agree that all controversies that may arise between you, UMB and UNIFIMONEY will be determined by arbitration. Such controversies include, but are not limited to, those involving any aspect of the Program or your Customer Account, or the construction, performance or breach of any agreement between you, UMB and/or UNIFIMONEY relating to the Program or your Customer Account, whether entered into or occurring prior to, on or after the date of this Agreement.
(c) No class or collective actions can be asserted in arbitration or otherwise. All claims must be brought solely in your or UMB’s or UNIFIMONEY’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceedings.
(d) Any arbitration pursuant to this provision will be conducted only before theAmerican Arbitration Association (the “AAA”), and in accordance with the respective AAA arbitration rules then in effect. The AAA rules, and any amendments thereto, are incorporated into this Agreement.
(e) The AAA rules may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
(f) The ability of parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
(g) Arbitration awards are generally final and binding. A party’s ability to have a court reverse or modify an arbitration award is very limited.
(h) Judgment upon the award of the arbitrators may be entered by any court, state or federal, having jurisdiction.
(a) Successors and Assigns. You agree that (1) the terms of this Agreement will inure to the benefit of each of UMB and UNIFIMONEY and their respective successors and assigns, whether by merger, consolidation or otherwise, (2) Each of us may transfer this Agreement and any of our respective obligations hereunder to our respective successors and assigns without further consent from you, (3) UMB may transfer the Customer Account to its successors and assigns without further consent from you, and (4) the terms of this Agreement will be binding upon your heirs, executors, administrators, successors and assigns.
You may not transfer your interests in your Customer Account or this Agreement(including de facto transfer by giving someone access to the Customer Account using your Card or login Credentials) except with prior written approval from us, or through inheritance or similar circumstance, as allowed by law, in which case any rights and obligations in existence at the time will accrue to, and be binding on, your heirs, executors, administrators, successors or assigns.
(b) Governing Law. This Agreement and its enforcement will be governed by the laws of the State of Missouri, without reference to conflicts of law principles.
(c) Severability. If any provision or condition of this Agreement is or becomes inconsistent with any applicable present or future law, regulation or rule or is held invalid or unenforceable by a court, regulatory or self-regulatory agency or body, (1) such provision or condition will be deemed rescinded or appropriately modified, and (2) all other provisions and conditions of this Agreement will remain in full force and effect.
(d) Amendment; Changes to the Program. Except as otherwise expressly provided in this Agreement, no provision of this Agreement will be waived, altered, modified or amended unless such waiver, alteration, modification or amendment is in writing and signed by UMB, UNIFIMONEY and you. UMB and UNIFIMONEY have the right to amend this Agreement at anytime with advance notice to you in writing. Any such notice of the amendment may be given by means of posting on the UNIFIMONEY Dashboard, an entry on your Account Statement, an email message, or a printed letter. Any amendments will be effective on the date specified in the notice or as otherwise described in this Agreement.
We will also provide you with notice in writing prior to making any material changes to the terms and conditions of the Program, such as the method used to calculate interest or the list of participating Program Banks.
(e) Headings. The section headings are for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in this Agreement.
(f) Compliance with Laws. We agree to perform all services with respect to theProgram and your Customer Account using reasonable care, good faith and in compliance with all applicable Federal, state and local laws, rules and regulations. You are to use the Program and your Customer Account in a manner that complies with all applicable laws and regulations, andyou agree not to use the Program or your Customer Account in a manner prohibited by law.
(g) Force Majeure. Neither UMB nor UNIFIMONEY will be liable for (1) force majeure or other events beyond its control, including without limitation any failure, default or delay in performance resulting from computer or other electronic or mechanical equipment failure, unauthorized access, theft, operator errors, government restrictions, strikes, failure of common carrier or utility systems, severe weather or breakdown in communications not reasonably withinits control or other causes commonly known as “acts of god,” whether or not any such cause was reasonably foreseeable; or (2) general market conditions unrelated to any violation of thisAgreement.
(h) Intellectual Property. The UNIFIMONEY Dashboard and all content on or available through the UNIFIMONEY Dashboard is the proprietary property of UNIFIMONEY and its affiliates. You may only use the UNIFIMONEY Dashboard, and the associated content, for legitimate purposes in connection with the Program and your Customer Account. You may not copy, imitate, modify, distribute, frame, reproduce, republish, create derivative works from, download, display, perform, post, transmit, transfer, license, sell or otherwise use the UNIFIMONEY Dashboard or such content without the prior written consent of UNIFIMONEY.
(i) Entire Agreement. This Agreement, together with any ancillary documents referenced herein, disclosures provided to you, and procedures we establish with respect to the use of the Program or your Customer Account, and the terms contained in your Account Statements, collectively contain the entire understanding between you, UMB and UNIFIMONEY concerning the Program and your Customer Account. This Agreement is in addition to (and in no way limits or restricts) any of the provisions of, or the rights which you may have under, any other agreements between you and UMB or between you and UNIFIMONEY.