Consumer Savings Account – Terms & Conditions

Version

1.0.0

Effective From

10/1/2026

IMPORTANT NOTICE — THIS AGREEMENT INCLUDES A BINDING ARBITRATION AGREEMENT IN SECTION J (“ARBITRATION AGREEMENT”) WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION RELIEF UNLESS YOU OPT OUT OR ARE A “COVERED BORROWER” AS DEFINED BY THE MILITARY LENDING ACT. SECTION J ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE REFER TO THAT SECTION FOR MORE INFORMATION.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

HIGH-YIELD SAVINGS ACCOUNT AGREEMENT AND DISCLOSURES

Our Agreement and Party Definitions
1. What This Agreement Covers. This document — together with the attached disclosures, any supplements, exhibits, or amendments (collectively, the “Agreement”) — contains the general terms, conditions, and disclosures for the Branch High-Yield Savings Account (the “HYSA” or “Savings Account”). This Agreement constitutes an agreement between Evolve Bank or Bank (as defined below) and you. The Savings Account is an optional online savings account available to those with a Branch Deposit Account with Evolve Bank. By opening or maintaining a Savings Account, you agree to be bound by this Agreement, all applicable disclosures, and all applicable federal and state laws.
2. 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 Savings Account and the related Branch Deposit Account (defined below). Branch is not an FDIC-insured bank. Banking services are provided by Evolve Bank & Trust, Member FDIC.
  
  References to “you,” “your,” or “member” refer to the owner of the Savings Account.
3. 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 Savings Account. Branch may act on our behalf, perform our obligations, or enforce our rights under this Agreement. Your banking relationship for the Savings Account is with Evolve Bank & Trust.
4. Relationship to Other Agreements. This Agreement supplements but does not replace the Branch Consumer Deposit Agreement governing your Branch 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 Savings Account, this Agreement shall govern and control.
About Your Savings Account
1. Opening Deposit and Balance Requirements. There is no minimum deposit requirement to open a Savings Account.
2. Interest Rate Information. The Savings Account is a variable rate account. The Standard Interest Rate and Annual Percentage Yield (APY) are set forth in the Truth in Savings Act Disclosures attached. You may be eligible to receive the Enhanced Interest Rate described in the Truth in Savings Act 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 Truth in Savings Act Disclosures for the current Enhanced Rate Minimum Balance.
  
  The Truth in Savings Act Disclosures, as amended from time to time, are incorporated by reference into this Agreement. The Truth in Savings Act Disclosures 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 Savings Account at any time. The current APY will always be available through the Branch App.
Eligibility and Account Opening
1. Who Is Eligible. The Savings Account is available only to legal residents of the United States, the District of Columbia, and Puerto Rico who are at least 18 years of age with a valid Social Security number. In addition, you must:
  - Have a valid physical address or military address (APO or FPO) in the United States;
  - Hold an open and active Branch Deposit Account issued by Evolve Bank & Trust (the “Deposit Account”); and
  - Agree to accept electronic delivery of all account communications (see Section C.4 below).
    
    The Savings Account is available for personal, family, or household purposes only, and is not available to corporations, unincorporated business associations, partnerships, limited liability companies, incorporated nonprofit organizations, sole proprietorships, or independent contractors.
2. Identity Verification (Know Your Customer). To help the government fight the funding of terrorism and money laundering activities, Federal law requires us to obtain, verify, and record information that identifies each person who opens an account. When you open a Savings Account, we may ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see other identifying documents, such as a driver’s license.
  
  By opening a Savings Account, you agree that we can gather your personal information from one or more consumer reporting agencies, governmental entities, and/or other third parties. You also agree that we have the right to access follow-up consumer reports while your account is open for maintenance, review, or collection purposes.
3. Tax Reporting and Withholdings. Federal law requires us to have a valid Social Security Number or Individual Taxpayer Identification Number (“TIN”) for each account owner so that we can correctly report the interest you have earned to the relevant tax authorities. Interest paid on your Savings Account is taxable income. We will report interest payments to the IRS on IRS Form 1099-INT as required by applicable law. You are responsible for all taxes owed on interest earned in your Savings Account.
  
  As part of opening your Savings Account, you may be required to certify your Social Security Number or TIN, as applicable, on IRS Form W-9 or equivalent certification. If you do not provide us with and certify a valid Social Security Number or Individual Taxpayer Identification Number within the specified time period, we are required to withhold a percentage of the taxable interest that we pay to you. This withholding is commonly referred to as “Backup Withholding.” In some states, we may also be required to withhold taxable interest for state taxes.
4. Electronic Delivery Consent. You must 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 Communications 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.
5. Account Activation. Your 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 Savings Account for any reason or for no reason. We are not liable for any damages or liabilities resulting from refusal of an account relationship.
Account Structure and Ownership
1. Account Type. The funds in your Savings Account are held in an omnibus custodial account maintained by Evolve Bank & Trust for the benefit of you and other 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.
2. Single Ownership Only. A Savings Account may only be owned and titled in the name of one (1) person who shall solely retain the right to direct the deposit or transfer of funds. The Savings Account cannot be owned or titled jointly, by an organization, as Payable on Death (“POD”), or “In Trust For” (“ITF”).
3. Restrictions on Account Use. To protect the integrity of the Savings Account, the following restrictions apply:
  - No Merchant ACH Transactions. The account number of the 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 Savings Account and your Deposit Account. For example, we do not permit direct deposits or transfers from merchants, employers, or other third parties to your Savings Account.
  - No ATM Withdrawals. The Savings Account does not support cash withdrawals at ATMs. You may only access your Savings Account funds by initiating a transfer from your Savings Account to your Deposit Account through the Branch App.
  - No Check Writing. The Savings Account does not support check writing or check deposits.
Deposits and Transfers
1. How to Make Deposits. You may deposit funds into your Savings Account by initiating a transfer from your Deposit Account through the Branch App. We do not accept the following types of deposits into the Savings Account:
  - Cash;
  - Checks;
  - Deposits from external bank accounts not held at Evolve Bank & Trust; or
  - Deposits initiated by an employer or any third party.
2. How to Make Withdrawals. You may withdraw funds from the Savings Account by transferring funds to your Deposit Account using the Branch App. We reserve the right to at any time require not less than seven (7) days’ notice in writing before any withdrawal from an interest-bearing account.
3. Covering Negative Deposit Account Balances. Funds in your Savings Account will not be automatically applied to cover any negative balance or shortfall in your Deposit Account. If your Deposit Account carries a negative balance, you are responsible for initiating a transfer of funds from your Savings Account to your Deposit Account through the Branch App.
  
  Notwithstanding the foregoing, if your Savings Account is closed for any reason, any remaining balance in your Savings Account will automatically be swept to your Deposit Account. Funds swept from your Savings Account to your Deposit Account will first be applied to offset any negative balance on your Deposit Account. Any excess funds will be credited to your Deposit Account. If your Deposit Account has also been closed, any remaining balance will be returned to you as described in Section H.4.
4. Posting Order. We use automated systems to process transactions and then to post transactions to your account. When we process multiple transactions for your 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, decline, or return credits, debits, and holds in any order at our option.
Interest, Balances, and Payment
1. How Interest Is Calculated. We use the average daily balance method to calculate interest on your 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 Savings Account. We may, at our discretion, change the interest rate and APY for the Savings Account at any time.
2. 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 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.
Fees
1. No Savings Account Fees. There are no fees for the HYSA, including no dormant account fees. Specifically, the Savings Account is subject to no:
  - Monthly maintenance fees;
  - Minimum balance fees;
  - Transfer fees for transfers between your Savings Account and your Deposit Account; or
  - Dormancy or inactivity fees.
2. Dormancy Fees on Your Deposit Account. Your Savings Account is not subject to dormancy or inactivity fees. Your Deposit Account is subject to dormancy fees as described in the Branch Consumer 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 Deposit Account. We will not deduct dormancy fees assessed on your Deposit Account from your Savings Account balance. Opening or funding your Savings Account, and interest we credit to your Savings Account, do not constitute activity on your Deposit Account, and maintaining a balance in your Savings Account will not prevent your Deposit Account from becoming dormant.
Suspension and Closure
1. Closure by You. You may close your Savings Account at any time by contacting us through the Branch App or by calling (866) 547-2413. Simply reducing your account balance to $0.00 is insufficient notice of closure. If you close your Savings Account, you remain responsible for all transactions you initiate or authorize, including those received after closure. Before we can close your Savings Account, all pending transfers must be completed or cancelled.
2. Suspension or Closure by Us. We reserve the right to monitor all account activity for inappropriate use. We may terminate this Agreement or close or suspend your Savings Account at any time, for any reason, without advance notice, unless otherwise required by applicable law. Reasons we may suspend or close your 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 Deposit Account.
    
    We will notify you of any suspension or closure by electronic communication to the email address on file, unless prohibited by applicable law.
3. Automatic Closure Upon Deposit Account Closure. The Savings Account is not available as a standalone product. If your Deposit Account is closed for any reason, the Savings Account will automatically be closed. No further transactions will be processed on the Savings Account after the date of closure.
4. What Happens to Your Funds Upon Closure. If your Savings Account is closed for any reason, any remaining Savings Account balance will be applied as follows:
  - If your Deposit Account remains open, the balance will be swept to your Deposit Account. If your 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 Deposit Account.
  - If your Deposit Account has been closed, including where closure of your Deposit Account caused your Savings Account to be closed under Section H.3, we will mail you a check for the combined available balance of your Savings Account and Deposit Account, less any amount required to satisfy any remaining negative balance in your 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.8.
5. Effect of Closure on Accrued Interest. If your Savings Account is closed before interest is credited, you will not receive the accrued interest. For example, if your Savings Account is closed prior to the end of the statement cycle, any accrued interest earned for that cycle will be forfeited.
General Rules Governing Your Account
1. 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.
2. Statements. Electronic statements are available to view and download through the Branch App. 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. If you fail to notify us of an error within the applicable time frames stated in Section I.3 below, your account statement will be considered correct.
3. Errors and Questions About Electronic Fund Transfers. In Case of Errors or Questions About Your Electronic Transfers, telephone us at [(866) 547-2413], write us at 3723 Greenville Ave, STE 43694, Dallas, TX 75206, or email us at support@branchapp.com as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
  
  You must provide us with 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 within ten (10) business days.
  
  We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your question. If we decide to do this, we will provisionally credit your Savings Account within 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 us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not provide a provisional credit to your Savings Account.
  
  For errors involving new Savings Accounts, we may take up to ninety (90) days to investigate your complaint or question. For new Savings Accounts, we may take up to twenty (20) business days to credit your Account for the amount you think is in error.
  
  We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If we credit your Savings Account with funds while investigating an error, you must repay those funds to us if we conclude that no error has occurred.
4. Legal Processes. If legal action such as a garnishment, levy, attachment, or other state or federal legal process (“Legal Process”) is brought against the 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 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 Savings Account.
5. Right of Setoff and Security Interest. You grant us a security interest in your 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 account to cover any money you owe to us (a “right of set-off”). We may exercise our security interest or right of set-off without prior recourse to other sources of repayment or collateral, and even if such action causes you to lose interest, incur a penalty, or suffer any other consequence.
6. No Preauthorized Transfers. The account number of the 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 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.
7. Confidentiality. We may disclose information to third parties about your 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 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.
8. 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 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.
9. FDIC Insurance. Your Savings Account is held in an FBO omnibus custodial account at Evolve Bank & Trust, Member FDIC. The FDIC insures deposits according 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 account 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).
10. Statements and Reporting Information. We may report information about your account to consumer reporting agencies, governmental agencies, and/or third-party data services. Defaults on your account may be reflected in your consumer report.
11. 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.
Arbitration Agreement
1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you, us and/or our Service Provider agree that any dispute, claim or disagreement arising out of or relating in any way to the Savings Account or this Agreement and prior versions of this Agreement; to services offered in connection with a Savings Account or any other services offered pursuant to this Agreement; to your use of any of our banking products or services; to any means you may use to access your Savings Account(s); to any advertisements, promotions or oral or written statements related to the Savings Account; to the benefits and services related to a Savings Account; or your approval, establishment or enrollment for a Savings Account (each, a “Dispute”), will be resolved by binding arbitration, rather than in court, except that: (i) you and us may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you and us may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). As solely used in this Section J, “we” or “us” shall include the Bank, its affiliates and their successors, employees, directors, officers and agents, and the terms “you” or “yours” shall mean each Account owner and all persons or entities approved to have, approved to use and/or given access to a Savings Account. The term “Savings Account,” for purposes of arbitration, includes any updated or substitute Savings Account for you. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not filed in arbitration or court prior to the existence of this version of this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement, as well as claims that may arise after the termination of this Agreement.
2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and us. If that occurs, we are committed to working with you to reach a reasonable resolution. You and we agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court, which can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and we agree that as part of those efforts, either party has the option to ask the other to personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate in the conference. The party initiating a Dispute must give notice to the other party in writing to initiate Informal Dispute Resolution (“Notice”). Such Notice to us should be sent by email to support@branchapp.com, or regular mail to 3723 Greenville Ave, STE 43694, Dallas, TX 75206. We will send Notice to your email address or mailing address on file, as you provided those to us, and it is your responsibility to ensure your email and mailing address are correct and remain up to date. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Savings Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute, including the specific relief sought. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or one of our representatives). The Informal Dispute Resolution process is a mandatory precondition to commencing arbitration. Arbitration cannot be commenced until the end of the Informal Dispute Resolution period. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The Informal Dispute Resolution Conference, if requested by either party, must take place at a mutually agreeable time (and can be after the 45 days). The Informal Dispute Resolution process lasts forty-five (45) days from the date of receipt of Notice from the other party or through the conclusion of the Informal Dispute Resolution Conference, if requested by either party, whichever is later. In the time between a party receiving the Notice and the conclusion of Informal Dispute Resolution process, or completion of the Informal Dispute Resolution Conference, whichever is later, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution, as required by this section.
3. Waiver of Jury Trial. YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and us are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section J.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
4. Waiver of Class and Other Non-Individualized Relief. YOU AND WE AGREE THAT, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions of the Batch Arbitration process described below. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision not subject to any further appeal or recourse, determines that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and we agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Shelby County, Tennessee. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or us from participating in a class-wide or mass settlement of claims.
5. Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings, unless mandatory arbitration is expressly forbidden by the Military Lending Act as applied to your specific circumstances. For the avoidance of doubt, to the extent state law is relevant under the Federal Arbitration Act, the law of the State of Tennessee shall be applied without regard to conflict of laws principles. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of your Notice, or after the completion of the Informal Dispute Resolution Conference, if such Informal Dispute Resolution Conference was requested, you and we agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules” together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this section of this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.
6. Arbitration Demand. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, and e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration.
7. Arbitration Counsel. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
8. Arbitration Location, Fees, etc. Unless you and we otherwise agree, or the Batch Arbitration process discussed in Section J.13 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely set forth in the applicable NAM fee schedules (the “Fee Schedules”).
9. Confidentiality. You and we agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
10. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under Section J.13 (Batch Arbitration) is triggered, NAM will appoint the arbitrator, without soliciting input from any party, for each batch, subject to your right to object to that appointment.
11. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to Section J.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section J.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that Section J.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section J.13 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
12. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration, unless otherwise specifically authorized by law or under the NAM Rules, including if the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator may, as part of its award, order that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or we need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
13. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and we agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, ninety (90) days, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (plus, to the extent there are less than 100 Demands left over after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of all applicable fees and costs due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by us. You and we agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
14. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 3723 Greenville Ave, STE 43694, Dallas, TX 75206 within thirty (30) days after first becoming subject to this Arbitration Agreement (“Opt-Out Notice”). Your Opt-Out Notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any Opt-Out Notice will be effective only if it is personally signed and sent by you on an individual basis and opt out notices from any third-party purporting to act on your behalf will have no effect on your or our rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
15. Invalidity, Expiration. Except as provided in Section J.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section J.13 (Batch Arbitration) of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Shelby County, Tennessee.
16. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, we will notify you. Any such changes will be posted at https://www.branchapp.com/legal/terms. Your continued use of our banking products or services, including the acceptance of products and services offered in connection with your Savings Account following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. We will continue to honor any valid opt outs of the arbitration agreement that you made to a prior version of this Agreement.
Standard Provisions
1. Governing Law and Forum. All accounts are opened at the Tennessee branch office of the Bank. All actions relating to your 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 the laws of the State of Tennessee are not preempted by Federal law. Federal and State of Tennessee law shall be applied without giving effect to principles of conflicts of law. Section J is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. unless mandatory arbitration is expressly forbidden by the Military Lending Act as applied to your specific circumstances. For the avoidance of doubt, to the extent state law is relevant under the Federal Arbitration Act, the law of the State of Tennessee shall be applied without regard to conflict of laws principles.
  
  To the extent any Dispute arising under this Agreement or relating in any way to your account or your relationship with us is not subject to the Arbitration Agreement contained in Section J above, 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.
2. Amendment Rights. Subject to Section J.16, we may change this Agreement, or any fees and features of your 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 Branch App. 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 Savings Account after any amendment, you accept the new terms.
3. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY 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.
4. Disclaimer of Warranties. ALL 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.
5. 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.
6. Electronic Delivery Consent. By opening a 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 Savings Account, as electronic delivery is a condition of account maintenance.
7. Death or Incapacity. You or any applicable legal representative, executor, administrator, successor, or beneficiary of your Savings Account shall notify us immediately if you die or are declared legally incompetent. If we have reason to believe you have died or have been declared legally incompetent, we may place a hold on the account to retain funds and refuse to accept deposits or to permit withdrawals until we know and have verified the identity of the successor. We will require proof of death or adjudication of incompetence.
  
  We will continue to accept deposits and process transaction instructions until we are: (a) notified of your death or adjudication of incompetency; and (b) have a reasonable opportunity to act. After we receive notice of death or incompetence, we may freeze your balance, refuse to accept transactions, reverse or return deposits, and we may pay or process transactions on or before the date of death for up to ten (10) days after that date unless ordered to stop by someone claiming interest in the Savings Account.
  
  If you die while residing outside the United States, we may require a personal representative to be appointed by a court in a United States jurisdiction. If we have any tax liability because of paying your balance to your estate, the estate will be responsible for repaying us the amount of that tax.
8. 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 account may not be available to you. We minimize the periods of time during which your account is unavailable. 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 account.
9. 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.
10. No Waiver of Rights. If we fail to exercise or waive a right with respect to your 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.
11. Severability. Subject to Section J.15 above, 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.
12. Assignment. Your 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.
13. Section Headings and Successors. The headings in this Agreement 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.
14. 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 Agreement) and this Section K.
15. Privacy Policy. You authorize us to share information about you and your account with our affiliates and third parties, unless applicable law or our Privacy Notice prohibits us from doing so. Please see our Privacy Notice for your choices about information sharing. Our Privacy Policy is incorporated into this Agreement by reference and is available at branchapp.com/legal/terms/branch-privacy-policy.
16. Contact Information. For questions about your 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
    
    Branch support agents are available: [TBD.]

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.