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Business High-Yield Savings Account Agreement
Business Savings Account – Terms & Conditions
Version
1.0.0
Effective From
8/31/2026
NOTICE — MANDATORY ARBITRATION AND CLASS ACTION WAIVER.
THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION J (ARBITRATION AND CLASS ACTION WAIVER).
HIGH-YIELD BUSINESS SAVINGS ACCOUNT AGREEMENT
- Our Agreement and Party Definitions
- What This Agreement Covers. This document — together with the attached disclosures, any supplements, exhibits, or amendments (the “Business Savings Account Terms” or “Agreement”), contains the general terms, conditions, and disclosures for the Branch High-Yield Business Savings Account (the “HYSA” or “Business Savings Account”). This Agreement constitutes an agreement between Bank (as defined below) and you. The Business Savings Account is an optional online savings account available to those with a Branch Business Deposit Account with Evolve Bank & Trust. By opening or continuing to maintain a Business Savings Account with us, you agree to be bound by this Agreement, all applicable disclosures, and all applicable federal and state laws. Please keep a copy of this Agreement.
- Who We Are. References to the “Bank,” “we,” “us,” or “our” mean Evolve Bank & Trust and any of its affiliates. Evolve Bank & Trust is an Arkansas-chartered bank and Member FDIC.
References to “Branch” or “Service Provider” mean Branch Messenger, Inc., a financial technology company and the program manager responsible for operating the Business Savings Account and the related Branch Business Deposit Account (defined below). Branch is not an FDIC-insured bank. Banking services are provided by Evolve Bank & Trust, Member FDIC. The Business Savings Account Terms may be supplemented or amended as set forth in Section K.2 (Amendment Rights). Bank services and access and use of your Business Savings Account may be provided to you through the website and/or mobile phone application of the Service Provider (the Service Provider’s website and mobile phone application, the “Service Provider Platform”).
References to “you” and “your” means any person or entity that holds, owns or has authority to use, whether individually or on behalf of another person or entity, the Business Savings Account.
- Branch as Service Provider and Technology Partner. You understand that we have engaged the Service Provider to perform a number of services on our behalf under this Agreement, including, but not limited to, identity verification, compliance monitoring, risk mitigation, managing your transfer instructions, and other related services. Branch provides the technology platform — the Branch mobile application (the “Branch App”) — through which you access and manage your Business Savings Account. Branch may act on our behalf, perform our obligations, or enforce our rights under this Agreement. Your banking relationship for the Business Savings Account is with Evolve Bank & Trust.
- Relationship to Other Agreements. This Agreement supplements but does not replace the Branch Business Deposit Agreement governing your Branch Business Deposit Account. If there is a conflict between the terms of this Agreement and any separate agreement governing another service we offer, the separate agreement shall control with respect to that service. With respect to the Business Savings Account, this Agreement shall govern and control.
- What This Agreement Covers. This document — together with the attached disclosures, any supplements, exhibits, or amendments (the “Business Savings Account Terms” or “Agreement”), contains the general terms, conditions, and disclosures for the Branch High-Yield Business Savings Account (the “HYSA” or “Business Savings Account”). This Agreement constitutes an agreement between Bank (as defined below) and you. The Business Savings Account is an optional online savings account available to those with a Branch Business Deposit Account with Evolve Bank & Trust. By opening or continuing to maintain a Business Savings Account with us, you agree to be bound by this Agreement, all applicable disclosures, and all applicable federal and state laws. Please keep a copy of this Agreement.
- About Your Business Savings Account
- Opening Deposit and Balance Requirements. There is no minimum deposit requirement to open a Business Savings Account.
- Interest Rate Information. The Business Savings Account is a variable rate account. The Standard Interest Rate and Annual Percentage Yield (APY) are set forth in the Current Interest Rate & Important Disclosures attached hereto. You may be eligible to receive the Enhanced Interest Rate described in the Current Interest Rate & Important Disclosures. However, you must maintain a minimum average daily balance equal to or greater than the Enhanced Rate Minimum Balance to obtain the Enhanced Interest Rate. Please refer to the Current Interest Rate & Important Disclosures for the current Enhanced Rate Minimum Balance.
The Current Interest Rate & Important Disclosures, as amended from time to time, is incorporated by reference into this Agreement and shall govern in the event of a conflict with the provisions of this Agreement. We may, at our discretion, change the interest rates and APY for the Business Savings Account at any time. The current APY will always be available through the Branch App.
- Opening Deposit and Balance Requirements. There is no minimum deposit requirement to open a Business Savings Account.
- Eligibility and Account Opening
- Who Is Eligible. The Business Savings Account is only available to account holders that are legally operating in the United States, the District of Columbia or in Puerto Rico and have a physical address or a military address (APO or FPO). The Business Savings Account is available for business purposes only, and you must not use it for personal, family or household purposes.
You are not entitled to open a Business Savings Account under these Business Savings Account Terms if you are not a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization, sole proprietorship or otherwise acting in an independent contractor or self-employed capacity. We reserve the right to close your Business Savings Account if we determine that it is used for any impermissible purpose, as we may determine from time to time.
To be eligible, the business entity must have a valid Employer Identification Number (“EIN”) or, in the case of a sole proprietorship, independent contractor or self-employed individual, a valid Social Security number. In addition, you must:
- Hold an open and active Branch Business Deposit Account issued by Evolve Bank & Trust (the “Business Deposit Account”);
- Agree to accept electronic delivery of all account communications (see Section C.4 below); and
- Designate at least one authorized representative who is a legal resident of the United States, at least 18 years of age, and authorized to act on behalf of the business entity with respect to the Business Savings Account.
- Hold an open and active Branch Business Deposit Account issued by Evolve Bank & Trust (the “Business Deposit Account”);
- Business Verification (Know Your Business). When you open a Business Savings Account, we may ask for you or your business entity’s legal name, address, EIN, state of formation, and other information that will allow us to identify you or your business entity and its owners. We may also require information regarding each authorized representative, including name, address, date of birth, Social Security number, and government-issued identification. We may also request formation documents, certificates of good standing, or other documentation evidencing the entity’s legal existence and the authority of its representatives.
By opening a Business Savings Account, you agree that we can gather information about you or your business entity and its authorized representatives from one or more reporting agencies, governmental entities and/or other third parties.
- Tax Reporting and Withholdings. Unless you are exempt as described below, federal law requires that the Bank withhold a statutory amount of interest or dividend payments (referred to as backup withholding) if you:
- Fail to furnish a Taxpayer Identification Number (“TIN”).
- The Internal Revenue Service (“IRS”) notifies the Bank that you furnished an incorrect TIN.
- You or the Bank have been notified by the IRS that you are subject to backup withholding, or
- You failed to certify that you were not subject to backup withholding or you failed to certify that your TIN was correct.
If a correct TIN is not furnished at the time your Business Savings Account is opened, backup withholding will commence immediately. If you do not have a TIN assigned to you, IRS regulations allow a sixty (60) day grace period to obtain your TIN if you have completed the proper request for such grace period. Refer to the “Taxpayer Identification Number” section below for instructions on how to obtain a TIN.While you are waiting to be assigned a TIN, backup withholding will occur. After sixty (60) days, if a certified TIN is not furnished, your Business Savings Account may be closed. If you furnish a correct TIN within sixty (60) days of account opening, and prior to year-end, you may request a refund of the amount withheld for backup withholding.
Certain additional IRS penalties may also apply if you fail to provide your TIN. For sole proprietorships or individuals acting in an independent contractor or self-employed capacity, the Taxpayer Identification Number may be either a Social Security number or an Employer Identification Number. If such an applicant is a resident or nonresident alien, and is ineligible for a Social Security number, the Taxpayer Identification Number may be either an IRS “Individual Taxpayer Identification Number” (ITIN) or an Employer Identification Number (EIN). For corporations, estates, organizations, clubs, and trusts the Taxpayer Identification Number is their Employer Identification Number. If you do not have a Taxpayer Identification Number, obtain Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from the local IRS office, or Form W-7, Application for IRS Individual Taxpayer Identification Number (for sole proprietors who are resident or nonresident aliens). In addition, applicants who are resident or nonresident aliens must also furnish a passport, or some other government document to verify identity.
If you are exempt from backup withholding and information reporting, you must complete a certification to that effect provided by the Bank. It must also provide the Bank with its Taxpayer Identification Number to be considered exempt. The following lists payees that are exempt from backup withholding and information reporting. For interest and dividends, all listed payees are exempt except item 7 below. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items 1 through 5 below, except that a corporation that provides medical and health care services or bills and collects payments from such services is not exempt from backup withholding or information reporting. Only payees described in items 2 through 5 below are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators.- A corporation;
- An organization exempt from tax under section 501(a), or an individual retirement plan (IRA), or a custodial account under 403(b)(7);
- The United States or an agency or instrumentality thereof;
- A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof;
- A foreign government or a political subdivision, agency or instrumentality thereof;
- A futures commission merchant registered with the Commodity Futures Trading Commission;
- A real estate investment trust;
- An entity registered at all times during the tax year under the Investment Company Act of 1940;
- A common trust fund operated by a bank under section 584(a);
- A financial institution;
- A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List;
- A trust exempt from tax under section 664 or described in section 4947 Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041(a), 6042, 6044, 6045, 6049, 6050A, 6050N, and 6050W of the Internal Revenue Code, and the Treasury Regulations under such sections.
Section 6109 of the Internal Revenue Code requires most recipients of dividends, interest, or other payments to give Taxpayer Identification Numbers to payors who must report payments to the Internal Revenue Service. The Internal Revenue Service uses the numbers for identification purposes and to verify the accuracy of your tax return. Payors must be given numbers whether or not recipients are required to file tax returns.
If you fail to furnish a correct Taxpayer Identification Number (TIN), you may be subject to a penalty of $50 for each such failure unless such failure is due to reasonable cause and not to willful neglect. If you fail to furnish a TIN, the Bank may refuse to open your Business Savings Account. The Bank may close a Business Savings Account which was opened without a TIN if you subsequently fail to provide a TIN.
If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you may be subject to a penalty of $500. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. If you disclose or use a TIN in violation of federal law, you may be subject to civil and criminal penalties.
- Fail to furnish a Taxpayer Identification Number (“TIN”).
- Electronic Delivery Consent. You must also agree to go paperless. This means that: (1) you must keep us supplied with your valid email address and telephone number; and (2) you must agree to accept electronic delivery of all communications that we need or decide to send you, including end-of-year tax forms and electronic statements. Please see the Evolve Bank & Trust Electronic Communication Consent for additional details.
To the extent required by applicable law, important notices and communications will be made available through the Branch App and/or delivered to you at the most recent email address and telephone number on file with us. It is your responsibility to ensure that your contact information remains current and accurate at all times. Unless prohibited by applicable law, we shall not be liable to you for any losses or damages arising from our inability to deliver any such notice or communication as a result of your failure to maintain up-to-date contact information.
- Account Activation. Your Business Savings Account will not be considered “opened” until it is funded. This means your balance must be at least a penny. We may decline to open a Business Savings Account for any reason, or for no reason. We are not liable for any damages or liabilities resulting from refusal of a Business Savings Account relationship.
- Who Is Eligible. The Business Savings Account is only available to account holders that are legally operating in the United States, the District of Columbia or in Puerto Rico and have a physical address or a military address (APO or FPO). The Business Savings Account is available for business purposes only, and you must not use it for personal, family or household purposes.
- Account Structure and Ownership
- Account Type. The funds in your Business Savings Account are held in an omnibus custodial account maintained by Evolve Bank & Trust for the benefit of you and other Business Savings Account holders. Evolve Bank & Trust acts as custodian of the omnibus account. Your funds remain your property, subject to the terms of this Agreement.
- Business Entity Ownership. The Business Savings Account is a savings account that may be used only for business purposes. A Business Savings Account may only be owned and titled in the name of one (1) eligible person or entity. The business entity shall designate one or more authorized representatives who shall have the right to direct the deposit or transfer of funds on behalf of the entity. The Business Savings Account may not be opened as a joint account by multiple business entities, as Payable on Death (“POD”), or “In Trust For” (“ITF”). You cannot give a security interest or pledge your Business Savings Account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else. Unless we agree in a separate writing otherwise, a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised.
- Restrictions on Account Use. To protect the integrity of the Business Savings Account, the following restrictions apply:
- No Merchant ACH Transactions. The account number of the Business Savings Account cannot be used for preauthorized direct debits. See more information in Section I below.
- No Direct Deposits from Third Parties. Funds may only be transferred between your Business Savings Account and your Business Deposit Account. For example, we do not permit deposits or transfers from merchants or other third parties to your Business Savings Account. All deposits must originate from your Business Deposit Account as described in Section E.
- No ATM Withdrawals. The Business Savings Account does not support cash withdrawals at ATMs. You may only access your Business Savings Account funds by initiating a transfer from your Business Savings Account to your Business Deposit Account through the Service Provider Platform.
- No Check Writing. The Business Savings Account does not support check writing or check deposits.
- No Merchant ACH Transactions. The account number of the Business Savings Account cannot be used for preauthorized direct debits. See more information in Section I below.
- Account Type. The funds in your Business Savings Account are held in an omnibus custodial account maintained by Evolve Bank & Trust for the benefit of you and other Business Savings Account holders. Evolve Bank & Trust acts as custodian of the omnibus account. Your funds remain your property, subject to the terms of this Agreement.
- Deposits and Transfers
- How to Make Deposits. You may deposit funds into your Business Savings Account by initiating a transfer from your Business Deposit Account through the Branch App. We do not accept the following types of deposits into the Business Savings Account:
- Cash;
- Checks;
- Deposits from external bank accounts not held at Evolve Bank & Trust; or
- Deposits initiated by any third party.
- Cash;
- How to Make Withdrawals. You may withdraw funds from the Business Savings Account by transferring funds to your Business Deposit Account using the Service Provider Platform. We may allow withdrawals at any time, but reserve the right to require seven (7) days written notice of intention to withdraw funds from your Business Savings Account.
- Covering Negative Deposit Account Balances. Funds in your Business Savings Account will not be automatically applied to cover any negative balance or shortfall in your Business Deposit Account. If your Business Deposit Account carries a negative balance, you are responsible for initiating a transfer of funds from your Business Savings Account to your Business Deposit Account through the Branch App.
Notwithstanding the foregoing, if your Business Savings Account is closed for any reason, any remaining balance in your Business Savings Account will automatically be swept to your Business Deposit Account. Funds swept from your Business Savings Account to your Business Deposit Account will first be applied to offset any negative balance on your Business Deposit Account. Any excess funds will be credited to your Business Deposit Account. If your Business Deposit Account has also been closed, any remaining balance will be returned to you as described in Section H.4.
- Posting Order. We use automated systems to process transactions and then to post transactions to your Business Savings Account. When we process multiple transactions for your Business Savings Account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, or return credits, debits and holds in any order at our option.
- How to Make Deposits. You may deposit funds into your Business Savings Account by initiating a transfer from your Business Deposit Account through the Branch App. We do not accept the following types of deposits into the Business Savings Account:
- Interest, Balances, and Payment
- How Interest Is Calculated. We use the average daily balance method to calculate interest on your Business Savings Account. This method applies a periodic rate to the average daily balance in the account for the period. The average daily balance is calculated by adding the principal in the account for each day of the period and dividing that figure by the number of days in the period. For purposes of determining whether the Enhanced Interest Rate threshold is met, we apply the average daily balance method over each monthly interest period. If your average daily balance for a monthly interest period is equal to or greater than the Enhanced Rate Minimum Balance, the Enhanced Interest Rate applies to the entire average daily balance for that period. If your average daily balance for any monthly period falls below the Enhanced Rate Minimum Balance, the Standard Interest Rate will apply to the entire average daily balance for that period. Interest begins to accrue no later than the business day the deposit is applied to the Business Savings Account.
- Compounding and Crediting. Interest will be compounded daily and credited to the Savings Account on a monthly basis. Interest accrues daily and is paid the following month. The interest you earn in the previous month will be credited to your Business Savings Account by no later than the third business day of the calendar month following the month in which the interest accrued. Our business days are Monday through Friday. Holidays are not included.
We only pay interest in whole cents and use standard rounding rules in compliance with applicable law to calculate the amount of interest earned. This means that an amount equal to or greater than one half of one cent accrued during a monthly interest period is rounded up to the next whole cent, and an amount less than one half of one cent is rounded down to zero.
- How Interest Is Calculated. We use the average daily balance method to calculate interest on your Business Savings Account. This method applies a periodic rate to the average daily balance in the account for the period. The average daily balance is calculated by adding the principal in the account for each day of the period and dividing that figure by the number of days in the period. For purposes of determining whether the Enhanced Interest Rate threshold is met, we apply the average daily balance method over each monthly interest period. If your average daily balance for a monthly interest period is equal to or greater than the Enhanced Rate Minimum Balance, the Enhanced Interest Rate applies to the entire average daily balance for that period. If your average daily balance for any monthly period falls below the Enhanced Rate Minimum Balance, the Standard Interest Rate will apply to the entire average daily balance for that period. Interest begins to accrue no later than the business day the deposit is applied to the Business Savings Account.
- Fees
- No Fees. There are no fees for the HYSA, including no dormant account fees. Specifically, the Business Savings Account is subject to no:
- Monthly maintenance fees;
- Minimum balance fees;
- Transfer fees for transfers between your Business Savings Account and your Business Deposit Account; or
- Dormancy or inactivity fees.
- Monthly maintenance fees;
- Dormancy Fees on Your Deposit Account. Your Business Savings Account is not subject to dormancy or inactivity fees. Your Business Deposit Account is subject to dormancy fees as described in the Branch Business Deposit Agreement and the applicable fee schedule, which apply after 12 consecutive months without activity and are subject to applicable state law. Any such fee is charged solely to your Business Deposit Account. We will not deduct dormancy fees assessed on your Business Deposit Account from your Business Savings Account balance. Opening or funding your Business Savings Account, and interest we credit to your Business Savings Account, do not constitute activity on your Business Deposit Account, and maintaining a balance in your Business Savings Account will not prevent your Business Deposit Account from becoming dormant.
- No Fees. There are no fees for the HYSA, including no dormant account fees. Specifically, the Business Savings Account is subject to no:
- Suspension and Closure
- Closure by You. Subject to the terms herein, you can close your Business Savings Account at any time and for any reason by contacting us or terminating the Business Savings Account through the Service Provider Platform, if applicable. We reserve the right to refuse your request to close your Business Savings Account if your Business Savings Account is not in good standing. Simply reducing your Business Savings Account balance to $0.00 is insufficient notice. If you close your Business Savings Account, you are responsible for the completion or cancellation of all transactions you initiated or authorized before the account is closed.
- Suspension or Closure by Us. We reserve the right (but are not obligated) to monitor all Business Savings Account activity for improper use that conflicts with this agreement or the law. We can close or suspend your Business Savings Account at any time, for any reason, without advance notice, unless otherwise required by applicable law. Reasons we may suspend or close your Business Savings Account include, but are not limited to:
- Violation of this Agreement or applicable law;
- Suspected fraud, unauthorized activity, or risk of loss to the Bank or Branch;
- Regulatory or compliance requirements; or
- Closure of your Business Deposit Account.
- Violation of this Agreement or applicable law;
- Automatic Closure Upon Business Deposit Account Closure. The Business Savings Account is not available as a standalone product. If your Business Deposit Account is closed for any reason, the Business Savings Account will automatically be closed. No further transactions will be processed on the Business Savings Account after the date of closure.
- What Happens to Your Funds Upon Closure. If your Business Savings Account is closed for any reason, any remaining Business Savings Account balance will be applied as follows:
- If your Business Deposit Account remains open, the balance will be swept to your Business Deposit Account. If your Business Deposit Account carries a negative balance at the time of the sweep, the swept funds will first be applied to offset that negative balance, and any remaining funds will be credited to your Business Deposit Account.
- If your Business Deposit Account has been closed, including where closure of your Business Deposit Account caused your Business Savings Account to be closed under Section H.3, we will mail you a check for the combined available balance of your Business Savings Account and Business Deposit Account, less any amount required to satisfy any remaining negative balance in your Business Deposit Account, to the address shown in our records.
- It is your responsibility to keep your mailing address current. If a check is returned to us as undeliverable or is not cashed, we will hold the funds for you, and they may ultimately be transferred to the state as unclaimed property as described in Section I.7.
- If your Business Deposit Account remains open, the balance will be swept to your Business Deposit Account. If your Business Deposit Account carries a negative balance at the time of the sweep, the swept funds will first be applied to offset that negative balance, and any remaining funds will be credited to your Business Deposit Account.
- Effect of Closure on Accrued Interest. If your Business Savings Account is closed before interest is credited, you will not receive the accrued interest. For example, if your Business Savings Account is closed prior to the end of the statement cycle, any accrued interest earned for that cycle will be forfeited.
- Closure by You. Subject to the terms herein, you can close your Business Savings Account at any time and for any reason by contacting us or terminating the Business Savings Account through the Service Provider Platform, if applicable. We reserve the right to refuse your request to close your Business Savings Account if your Business Savings Account is not in good standing. Simply reducing your Business Savings Account balance to $0.00 is insufficient notice. If you close your Business Savings Account, you are responsible for the completion or cancellation of all transactions you initiated or authorized before the account is closed.
- General Rules Governing Your Account
- No Fiduciary Obligation. Unless otherwise specified, we do not assume any fiduciary obligation on your behalf. You agree that any act or omission made by us in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in the State of Tennessee, or any rule or regulation of the State of Tennessee or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. This means that we do not act as your trustee or financial advisor, and we do not assume any responsibility for your account beyond reasonable care. This Agreement and the deposit relationship do not create a fiduciary relationship.
- Statements. We will deliver or make available to you periodic statements for your Business Savings Account at least four (4) times a year, unless your Business Savings Account is determined to be inactive. The Business Savings Account statement will describe transfers made in connection with your Business Savings Account. You agree to notify us promptly if you do not receive your statement by the date you normally would expect to receive it. You agree that the statement and any accompanying items have been delivered or made available to you in a reasonable manner. We will not be responsible for any indirect, special or consequential damages under any circumstances for our inability to provide copies of an item. You are obligated to examine your account statement promptly and carefully to determine if there were any errors, unauthorized transactions, or any other improper or disputed transactions on your account. You must notify us of any errors within thirty (30) days from the statement date by providing the following information: (1) tell us your name and account number (if any); (2) describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and (3) tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your question in writing. If you fail to adequately notify us within thirty (30) days of your statement date, your account statement will be considered correct.
If we receive a valid complaint or question, we will investigate it and communicate the results to you once complete. We may, but are not obligated to, provisionally credit your Business Savings Account during an investigation. If we do so, you must repay those funds to us if we conclude that no error has occurred.
Because you are in the best position to discover an unauthorized transaction, you agree that, without regard to care or lack of care by either you or Bank, we will not be liable for any transaction, subject to applicable law and payment network rules. If you choose not to receive your statements, you will remain responsible to review and report any errors. If you are absent from your Business Account mailing address, you are responsible to make arrangements to have our statements reviewed for errors and report them in a timely manner.
- Legal Processes. If legal action such as a garnishment, levy, attachment, or other state or federal legal process (“Legal Process”) is brought against the Business Savings Account, we may refuse to permit (or may limit) transfers from it until the Legal Process is satisfied or dismissed. Regardless of the terms of such garnishment, levy, or other legal process, we have first claim to any and all funds in your Business Savings Account. We will not contest on your behalf any such Legal Process and may take action to comply with such Legal Process as we determine to be appropriate without liability to you. You agree that you are responsible for any expenses, including legal expenses and fees we incur due to any Legal Process affecting your Business Savings Account.
- Right of Setoff and Security Interest. You grant us a security interest in your Business Savings Account to secure payment of any money that you owe to us arising under this Agreement or any other agreements with us. You acknowledge and grant us the right to use any of the funds in your Business Savings Account to cover any money you owe to us (a “right of set-off”). You agree that the security interests you have granted to us are consensual and in addition to any rights of set-off. We may exercise our security interest or right of set-off without prior recourse to other sources of repayment or collateral, if any, and even if such action causes you to lose interest, incur any penalty or suffer any other consequence.
- No Preauthorized Transfers. The account number of the Business Savings Account cannot be used for preauthorized direct debits (“ACH Debits”) from merchants, internet service or other utility service providers, or for the purpose of initiating direct deposits to the Business Savings Account. If presented for payment, ACH Debits and direct deposits will be declined and payment or deposits to or from the merchant or deposit provider will be returned.
- Confidentiality. We may disclose information to third parties about your Business Savings Account or the transactions you make: (i) where it is necessary for completing transactions; (ii) in order to verify the existence and condition of your Business Savings Account for a third party; (iii) in order to comply with government agency, court order, or other legal or administrative reporting requirements; (iv) if you consent by giving us your written permission; (v) to our auditors, affiliates, service providers, or attorneys as needed; or (vi) as otherwise necessary to fulfill our obligations under this Agreement.
- Inactive and Unclaimed Accounts. Each state has laws that govern when accounts are considered inactive or abandoned, and when we are required to send a customer’s funds to the state. We encourage you to make sure your Business Savings Account remains active by making transactions. We will notify you in accordance with applicable state unclaimed property laws before we transfer your funds to the state as abandoned property.
- FDIC Insurance. Your Business Savings Account is held in an FBO omnibus custodial account at Evolve Bank & Trust, Member FDIC. Your Business Savings Account is insured by the FDIC up to the ownership category in which the funds are insured. For purposes of determining the applicable insurance amount, you need to consider all accounts that you also hold at the Bank. Pass-through FDIC insurance may be available up to $250,000 per depositor per insured institution per ownership category, subject to applicable FDIC requirements and the proper establishment and maintenance of the FBO account. To determine the insurance coverage applicable to your Business Savings Account with us and for any other FDIC insurance requirements that may apply, please visit the FDIC’s website at www.fdic.gov/deposit/deposits or call the FDIC directly at 1-877-ASK-FDIC (1-877-275-3342).
- Reporting Information. We may report information about your Business Savings Account to reporting agencies, governmental agencies, and/or third-party data services.
- English Language Controls. The terms of this Agreement and the products and services we provide are governed by the English language. Any translation of this Agreement is provided for your convenience. The meaning of the terms, conditions, and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
- Duty of Care. You agree that you will exercise ordinary care in handling your Business Savings Account. Your failure to exercise ordinary care will constitute negligence and will preclude you from asserting against Bank any unauthorized transaction on your Business Savings Account.
- Limitation to File Claim. You agree that no legal proceeding or action may be commenced against Bank to recover any amounts alleged to have been improperly paid or transferred out of the Business Savings Account due to any fraudulent or unauthorized transaction unless such proceeding or action shall have been commenced within six (6) months from the date the first statement containing the unauthorized transaction was made available to you. Any other proceeding or action not brought within one year from the date of the first statement containing the unauthorized transaction is forever barred.
- Bankruptcy Cost. If your Business Savings Account becomes subject to a receivership, court order or bankruptcy, and we are required to implement changes as to your Business Savings Account that increase our costs to maintain your Business Savings Account (for example, a requirement for us to pledge property to secure your Business Savings Account above the amount of any deposit insurance on your account) you agree to reimburse us for the additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your Business Savings Account.
- No Fiduciary Obligation. Unless otherwise specified, we do not assume any fiduciary obligation on your behalf. You agree that any act or omission made by us in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in the State of Tennessee, or any rule or regulation of the State of Tennessee or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. This means that we do not act as your trustee or financial advisor, and we do not assume any responsibility for your account beyond reasonable care. This Agreement and the deposit relationship do not create a fiduciary relationship.
- Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AND YOUR RIGHT TO A JURY TRIAL.- Agreement to Arbitrate. If you have a dispute with us or our Service Provider, and we are not able to resolve the dispute informally, you and we agree that upon demand by either you or us, the dispute will be resolved through the binding arbitration process as set forth in this section. A “Claim” or “dispute,” as used in this Section J, is any unresolved disagreement between you, us and/or our Service Provider, arising from or relating in any way to the Business Savings Account or this Agreement, including any disagreement about the meaning, applicability, or enforceability of this arbitration provision. The terms “Claim” and “dispute” are to be given the broadest possible meaning that will be enforced.
As used in this Section J, “we” or “us” shall include the Bank, its affiliates and their successors, employees, directors, officers, and agents, and the Service Provider. The terms “you” or “yours” shall mean each Business Savings Account owner and all persons or entities approved to have, approved to use and/or given access to a Business Savings Account. The term “Business Savings Account,” for purposes of arbitration, includes any updated or substitute Business Savings Account for you.
- Binding Arbitration. Arbitration applies whenever there is a Claim between you and us. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party. Claims are subject to arbitration, regardless of on what theory they are based, whether they seek legal or equitable remedies, or whether they are common law or statutory (Federal or state) claims. This arbitration agreement applies to any and all such Claims or disputes, whether they arose in the past, may currently exist, or may arise in the future.
- Arbitration Administrator and Procedure. Any Claim must be resolved, upon the election by you or us, by arbitration pursuant to this Section J and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you have the right within ten (10) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a claim or for other information about these organizations, contact them as follows:
- AAA: 335 Madison Avenue, New York, NY 10017; www.adr.org
- JAMS: 1920 Main Street, Suite 300, Los Angeles, CA 92614; www.jamsadr.com
The arbitration shall take place in Memphis, Tennessee, unless the parties agree to a different location in writing. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.
Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding. However, if the amount of the Claim exceeds $25,000 or involves a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $25,000, any party can, within thirty (30) days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the forum.
- AAA: 335 Madison Avenue, New York, NY 10017; www.adr.org
- Arbitration Costs. The party initiating the arbitration pays the initial filing fee. All other fees and costs will be allocated in accordance with the Rules.
- Class Action and Jury Waiver. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. NEITHER YOU NOR WE SHALL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT, SUBJECT TO SECTION J.6 BELOW, OR HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA.
- Governing Law for Arbitration. You and we agree that: (1) the parties are participating in transactions involving interstate commerce; (2) the arbitrator shall decide any dispute regarding the enforceability of this arbitration agreement; and (3) this arbitration agreement and any resulting arbitration are governed by the provisions of the FAA, and, to the extent any provision of that act is inapplicable, the laws of the State of Tennessee.
- Survival and Severability. This Section J shall survive termination of your account, this Agreement, and any bankruptcy by you or us. If any portion of this Section J is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Section J or this Agreement.
- Agreement to Arbitrate. If you have a dispute with us or our Service Provider, and we are not able to resolve the dispute informally, you and we agree that upon demand by either you or us, the dispute will be resolved through the binding arbitration process as set forth in this section. A “Claim” or “dispute,” as used in this Section J, is any unresolved disagreement between you, us and/or our Service Provider, arising from or relating in any way to the Business Savings Account or this Agreement, including any disagreement about the meaning, applicability, or enforceability of this arbitration provision. The terms “Claim” and “dispute” are to be given the broadest possible meaning that will be enforced.
- Standard Provisions
- Governing Law and Forum. All Business Savings Accounts are opened at the Tennessee branch office of the Bank. All actions relating to your Business Savings Account, including this Agreement, will be governed by the laws and regulations of the United States and the State of Tennessee (to the extent that laws of the State of Tennessee are not preempted by Federal law). Federal and the laws of the State of Tennessee shall be applied without giving effect to principles of conflicts of law.
To the extent any dispute arising under this Agreement or relating in any way to your Business Savings Account or your relationship with us is not arbitrated, you consent to the jurisdiction of, and agree that such dispute will be resolved by the Federal or state court located in Shelby County, Tennessee.
You must file any lawsuit or arbitration against us within two (2) years after the Claim arises, unless Federal law or the laws of the State of Tennessee or an applicable agreement provide for a shorter time. This limit is in addition to limits on notice as a condition to making a Claim. If Tennessee law does not permit contractual shortening of the time during which a lawsuit must be filed to a period as short as two (2) years, you agree to the shortest permitted time under Tennessee law. Any action against us must be brought within the period that the applicable law requires us to preserve records, unless applicable law or this agreement provides a shorter limitation period.
- Amendment Rights. We may change this Agreement, or any fees and features of your Business Savings Account, at any time. We will give you advance notice of any change required by law in accordance with such law. We may provide this notice to you on or with your statement, by mailing the notice to you directly or by posting the notice on the Service Provider Platform. We may change or terminate this Agreement without notice to comply with any applicable Federal or state law or regulation. If an amendment is made for security purposes, we can implement it without prior notice. By continuing to maintain your Business Savings Account after any amendment, you accept the new terms.
- Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES ARE LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY YOUR NEGLIGENCE, ACTS OR OMISSIONS OF THIRD PARTIES, INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BANK. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
To the fullest extent permitted by law, we are not liable for any services provided by Branch or the Branch App and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and lack of viruses related to such services or platform.
- Disclaimer. ALL BUSINESS SAVINGS ACCOUNT FEATURES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Indemnification. You agree to indemnify and hold us harmless from any losses, damages, suits and expenses, including reasonable attorneys’ fees, which we may incur as a result of: (i) taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (ii) any action or omission by you; or (iii) relying upon instructions or information from you.
- Reimbursement for Losses. If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Business Savings Account for our losses without prior notice to you.
- Electronic Delivery Consent. By opening a Business Savings Account, you agree to accept electronic delivery of all communications that we need or decide to send you. Electronic communications satisfy any legal requirement that communications be provided in writing. You may withdraw your consent to electronic delivery at any time, but doing so may result in the closure of your Business Savings Account, as electronic delivery is a condition of account maintenance.
- Dissolution, Winding Up, or Change of Authority. You agree to notify us immediately upon the occurrence of any of the following: (i) the dissolution, winding up, or termination of the business entity; (ii) the filing of any petition in bankruptcy by or against the business entity; (iii) the appointment of a receiver or trustee for the business entity; (iv) any change in the authorized representatives designated to act on behalf of the business entity with respect to the Business Savings Account; or (v) any change in the organizational documents of the business entity that affects the authority of any person to act on behalf of the entity with respect to the Business Savings Account.
We will continue to accept deposits and process transaction instructions until we are: (a) notified of any event described above; and (b) have a reasonable opportunity to act. After we receive such notice, we may freeze your balance, refuse to accept transactions, reverse or return deposits, and we may process transactions initiated prior to the date of such notice for up to ten (10) days after that date unless ordered to stop by a person or entity claiming an interest in the Business Savings Account. Upon dissolution or termination of the business entity, we may require documentation satisfactory to us, including court orders, certificates of dissolution, or other evidence of authority, before releasing funds or permitting further transactions.
If the business entity is dissolved or terminated, we may require a duly authorized representative or successor to provide documentation satisfactory to us before releasing any remaining funds. If we incur any tax liability because of paying your balance to the entity or its successors, the entity or its successors shall be responsible for reimbursing us the amount of such tax.
- Service Interruptions. From time to time, due to maintenance, malfunctions or failures of software, equipment, or telecommunications devices, as well as unusual transaction volume or similar reasons, access to your Business Savings Account may not be available to you. We minimize the periods of time during which your Business Savings Account is unavailable. Access to your Business Savings Account may also be interrupted as a result of things beyond our reasonable control, computer failures, loss of power, failure or interruption of communication or transportation facilities, riots, strikes, or civil unrest. You agree that we shall not be responsible for any loss, damages, costs or expenses that you may suffer or incur, directly or indirectly, as a result of the unavailability of access to your Business Savings Account.
- Calls and Messages. You agree that we or our agents or service providers may contact you regarding any matter for any non-telemarketing reason using any kind of telecommunications technology at any email and telephone number you provide to us, including the phone number for your mobile device. You agree to receive these calls and messages, including pre-recorded or auto-dialed calls. You also agree that we may send text messages to any phone number for your mobile device you provide to us. For quality control purposes and for other reasons, you permit us to record and monitor your telephone conversations and electronic communications with us.
- No Waiver of Rights. If we fail to exercise or waive a right with respect to your Business Savings Account on one or more occasions, it does not mean we have waived, or are obligated to waive, the same right on any other occasion. In any event, no such waiver by us is effective unless it is in writing and approved by us.
- Severability. In the event that any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected thereby. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders unenforceable any provision hereof, and to the extent that such waiver is not permitted by applicable law, the parties intend that such provision be interpreted as modified to the minimum extent necessary to render such provision enforceable.
- Assignment. Your Business Savings Account is not transferable and is not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement without restriction.
- Section Headings and Successors. The headings are only for convenience and do not in any way limit or define your or our rights or obligations. This Agreement will be binding on your personal representatives, executors, administrators, and successors.
- Survival. Termination of this Agreement shall not impact any right or obligation arising prior to termination. Any right or obligation which, by its nature, should survive termination of this Agreement will survive any such termination, including, but not limited to, Section J (Arbitration and Class Action Waiver) and this Section K.
- Privacy Policy. You authorize us to share information about you and your Business Savings Account with our affiliates and third parties, unless applicable law or our Business Privacy Policy prohibits us from doing so. Please see our Business Privacy Policy for your choices about information sharing.
- Compliance with Law. You agree to comply with applicable law and to not use your Business Savings Account for illegal transactions or activities.
- Contact Information. For questions about your Business Savings Account, contact Branch support at:
- Phone: (866) 547-2413
- Email: support@branchapp.com
- Mail: Branch Messenger, Inc.: 3723 Greenville Ave, STE 43694, Dallas, TX 75206
- Phone: (866) 547-2413
- Governing Law and Forum. All Business Savings Accounts are opened at the Tennessee branch office of the Bank. All actions relating to your Business Savings Account, including this Agreement, will be governed by the laws and regulations of the United States and the State of Tennessee (to the extent that laws of the State of Tennessee are not preempted by Federal law). Federal and the laws of the State of Tennessee shall be applied without giving effect to principles of conflicts of law.
Branch Messenger, Inc. is a financial technology company, not an FDIC-insured bank. Banking services are provided by Evolve Bank & Trust, Member FDIC. Deposit insurance covers the failure of an insured bank. Certain conditions must be satisfied for pass-through deposit insurance coverage to apply.