Personal Loans and Cards

Cross River Bank Checking Deposit Account and Security Agreement

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION. UNLESS YOU PROPERLY REJECT THE ARBITRATION PROVISION, IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE WITH US. FOR EXAMPLE, IF WE ELECT TO REQUIRE YOU TO ARBITRATE ANY CLAIM, YOU WILL NOT HAVE THE RIGHT TO A JURY TRIAL OR THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION. THE ARBITRATION PROVISION DOES NOT APPLY IF, AS OF THE DATE OF THIS AGREEMENT, YOU ARE A MEMBER OF THE ARMED FORCES OR A DEPENDENT OF SUCH MEMBER COVERED BY THE FEDERAL MILITARY LENDING ACT. THIS AGREEMENT ALSO CONTAINS A POWER OF ATTORNEY PROVISION.

This agreement ( Agreement) is the contract between you, the depositor ( you) and Cross River Bank, a New Jersey State Chartered Bank ( the Bank, we, us, our), that governs your non-interest bearing, secured account ( Secured Account or Account), including the applicable security agreement for your Boost Money™ Card (formerly known as Upgrade Money™ Card or Card). The Account and Card are provided by the Bank and serviced by Upgrade, Inc. ( Upgrade). Upgrade is a service provider that performs certain services related to your Account on Cross River Bank’s behalf.

This Agreement explains how your Account works, what fees are applicable to your Account, how our various services work, and the policies, terms and conditions that govern your Account. By accepting this Agreement, submitting an application for an Account and Card, or by using any of our deposit account or Card services, you agree to the terms in this Agreement, including the security interest provisions herein.

Other products or services offered in connection with the Account such as the Card, Upgrade App and Website, may have additional agreements that you will be required to accept. This Agreement also refers to and/or includes other disclosures that we may provide separately to you, which are incorporated by reference.

Please read this Agreement carefully and keep a copy for your records.

Security Agreement

Grant of Security Interest

You authorize us to open this Account in your name to serve as collateral security (Collateral) in favor of the Bank for obligations associated with your Card. To secure all of your obligations arising under your Card, you assign, transfer, pledge, and grant a security interest in, and assign to us and any purchaser or assignee of your obligations arising under or the receivables related to your Card (our assigns) all of your rights, title, and interest in the Secured Account, and in all renewals of, substitutions of, and additions to and proceeds of the Secured Account. Your Secured Account does not secure any obligations to us and our assigns other than all of your obligations arising under your Card. You may use any portion of the Secured Account, other than as Collateral for your Card, as described herein. Your Secured Account may not be used to secure other loans you may have. You represent that no insolvency or bankruptcy proceeding or general assignment for creditors involving you is pending that would affect our security interest in your Secured Account.

Minimum Opening Balance Requirement

If you fail to fund your Account within 30 days after we approve your application, we may close your Account and your Card. You may use any of the methods described in the below “Deposits” section. While there is no requirement to maintain a minimum balance, maintaining a balance greater than $10.00 avoids an Inactivity Fee (see “Fee Schedule” for details about other ways to avoid this fee).

Our Rights Regarding Your Secured Account

The security interest in your Secured Account that you granted to us includes and gives us the right to: (a) make settlements or compromises on your Secured Account; (b) transfer your Secured Account to the Bank’s own name; or (c) exercise ownership rights with respect to your Secured Account. You waive any right to require us to: (i) proceed against you or any other person; (ii) proceed against or exhaust any security you have provided to us under any other agreements; or (iii) pursue any other remedy available to us, before we exercise any rights granted hereunder regarding your Secured Account. You acknowledge and agree that we may, without prior notice, (1) renew, compromise, extend, accelerate, or otherwise change the terms regarding your Card; (2) take and hold security (other than your Secured Account) for payment of your Card and enforce, exchange, and release such security in any manner; (3) release or substitute you, any guarantor, or any endorser of your Card; and (4) increase or decrease the Required Balance (see “Definitions” below) for your Secured Account or the Credit Limit on your Card, and no such action shall change that your Secured Account will at all times be held by us as Collateral for your Card.

Events of Default

Events of Default (each, a Default) regarding your Card are described in the “Default” and “Security Interest in Secured Account” sections of the PCL Agreement. If you Default, we may declare all amounts owing under your Card immediately due and payable, and may also exercise all of the rights of an owner of your Secured Account.

Our Rights if You Default

Upon any Default, we are authorized to act as owner of your Secured Account and to apply all or any portion of the funds in the Secured Account to repayment of all amounts owing under your Card and our costs in enforcing our rights hereunder. We are irrevocably appointed as attorney-in-fact for the limited purpose of executing any instruments required to satisfy all of your obligations arising under your Card. Our rights stated in this Secured Account Agreement are in addition to any others we may have under applicable law. If there is a conflict between this Secured Account Agreement and any other agreement regarding our security interest in the Secured Account, this Secured Account Agreement will control. If we waive or delay exercising a right, we are not forfeiting that right or any others. You waive any defense you may have against us. We may exercise our rights with respect to your Secured Account even if you are no longer liable on obligations arising under your Card because of a statute of limitations or because of other reasons. Until your Card is fully repaid, and you have no further obligations under the PCL Agreement, you subordinate in favor of Bank any right of subrogation and any right to enforce a remedy we now have or may later have.

Closing Your Secured Account; Return of Funds

You may not close your Secured Account until all of your obligations under the PCL Agreement have been fully paid and your Card is closed. We may use the funds in the Secured Account to pay any balances on your Card. We may, in our sole discretion, close your Secured Account at any time, which may also result in the termination of your Card. If you or we close your Secured Account, or if we reduce the amount of the Required Balance (see “Definitions” below) for your Secured Account, we will return the remaining or excess funds remaining after all balances are paid on your Card, as applicable, in your Secured Account by: (i) an electronic transfer of the funds to a bank account that you designate; (ii) sending a check to you at the address that we have in our records; or (iii) any other method deemed sufficient by us. You agree that if your Card is closed for any reason, we will apply the funds in your Secured Account to pay off any balance on your Card before we return any outstanding funds to you. We also may hold the funds in your Secured Account for up to 30 days after you have paid your Card balance in full and your Card is closed. If a check we send to you is returned by the U.S. Post Office as undeliverable and we are unable to otherwise locate you, we will hold the funds from your Secured Account until either you contact us and provide information on how to send the funds to you or until we are required to remit your funds to a state under an applicable unclaimed property law, whichever occurs first.

I. DEFINITIONS

Here are some important terms that we use throughout this Agreement:

Access Credentials – The phone number, email address, account number, personal identification code, password and/or biometric data used to access your Account on the App and/or the Website.

ACH (Automated Clearing House) – The national clearinghouse for electronic fund transfers.

ACH Transaction – An electronic deposit to, or withdrawal from, your Account that we receive or send through the “automated clearing house” network. Common examples include Direct Deposits of payroll and one-time or recurring payments to a utility company.

App – The Upgrade mobile device software application that allows you to access your Account on a mobile device.

Available Balance – This balance is used to determine if transactions on your account will be paid. It is calculated by taking your previous day’s balance, plus any pending credit transactions (excluding pending returns), such as Direct Deposits, and subtracting (a) pending charges such as electronic payments, according to the Processing Order (described below), (b) any amount of deposits that are not yet available for withdrawal under our Funds Availability Policy, and (c) any holds on your balance, such as holds on funds to comply with court orders or other legal requirements. We reserve the right to use a different calculation method in certain states if required by law.

Business Day – Our Business Days are Monday through Friday. Federal holidays are not included.

Direct Deposit – An automatic electronic deposit made through the ACH network to your Account by someone else, such as an employer issuing payroll or the government paying benefits.

EFT – An "electronic fund transfer" to or from your Account, as that term is defined by Regulation E (12 CFR Part 1005). An EFT includes an ACH Transaction, RTP, and FedNow payment, but does not include a Wire Transfer.

Foreign Transaction – A transaction other than a cash withdrawal (1) where the merchant is not located in the United States or (2) the transaction is in a currency other than U.S. dollars.

Item – Any EFT, Wire Transfer, mobile check, fee, charge or other amount that is credited to or debited from your Account.

Premium member - As defined in the Premium Terms and Conditions at https://www.upgrade.com/legal/premium-terms/.

Required Balance – The Required Balance is the Secured Balance that must be maintained in your Account at all times, which is at least equal to the Credit Limit (as defined in the PCL Agreement) for your Upgrade Card, or such lower amount as may be determined from time to time by the Bank or Upgrade, in its sole discretion, and communicated to you.

Secured Balance – The Secured Balance in the Account must at all times be at least equal to the Required Balance. The Secured Balance represents the available balance in the Account, calculated by (as applicable) taking your previous day’s balance, plus any pending credit transactions (excluding pending returns), and subtracting (a) any amount of deposits that are not yet available for withdrawal under our Funds Availability Policy, and (b) any holds on your balance, such as holds on funds to comply with court orders or other legal requirements. We reserve the right to use a different calculation method in certain states if required by law.

RTP – A “real-time payment” is a type of EFT that may be offered to you and is facilitated by the Clearing House Association’s Real-Time Payment network and may be offered to you for electronic deposits or withdrawals as an alternative to an ACH Transaction.

FedNow payment – A “FedNow payment” is a type of EFT that may be offered to you and is facilitated by the FedNow® Services’ instant payments services and may be offered to you for electronic deposits or withdrawals as an alternative to an ACH Transaction.

Website — The website at www.upgrade.com or www.boostmoney.com, or as otherwise provided to you by Upgrade that allows you to access your Account online.

Wire Transfer – An electronic transfer of funds through a wire service, such as SWIFT, the Federal Reserve Wire Network, or the Clearing House Interbank Payments System.

II. ACCOUNT TERMS

A. Opening Your Account

Identifying You

To help the United States Government fight terrorism and money laundering, federal law requires us to obtain, verify, and record information that identifies each person that opens an Account. What this means for you: when you open an Account, we will ask you to provide to Upgrade your name, street address, email, phone number, Social Security Number (SSN), and date of birth. To open an Account with us, you must be at least 18 years old (or applicable age of majority in your resident state), a U.S. citizen or a resident alien with a valid SSN and have a residential address in the U.S. or U.S. territory where we offer the Account. We may also ask you to provide your driver’s license or other identifying documents.

Consumer Reporting Agencies

By submitting an application to open an Account, you authorize us or Upgrade, acting as our Service provider, to obtain information about you from time to time from consumer reporting agencies, check verification services, our subsidiaries and affiliates, and other third parties for the purpose of considering your Account application or any other purpose permitted by applicable law.

TIN/Backup Withholding

We are required by federal law to obtain your correct taxpayer identification number (TIN) in order to avoid potential backup withholding and to report interest income paid to you in connection with your Account. If you are subject to backup withholding or if the Internal Revenue Service (IRS) notifies us that we do not have a correct TIN for you, we may be required to withhold and remit to the IRS a percentage of interest paid (backup withholding) to your Account(s). Amounts withheld are reported to the IRS as federal tax withheld and will be reflected on your IRS Form 1099-INT, Interest Income. A TIN may be your SSN if your Account is in your name and you are either a U.S. citizen, permanent resident, or otherwise eligible to receive a SSN from the Social Security Administration.

B. Account Information

Account Ownership

We will treat this Account as an individually owned account, and you may not add a joint owner to your Account.

Personal Accounts

This account is for personal use only (i.e., for your personal, family or household purposes). You agree not to use it for business purposes.

You can open an account alone, or with another person. If you submit an application for a joint account, you represent that both joint accountholders have agreed to the terms, and your account will be considered a joint account. You may not add a joint accountholder to an account that was opened by you alone.

Contacting Us About Your Account

We will deem any and all notices to us effective upon receipt by Upgrade on our behalf.

Contacting You about Your Account

The Bank or Upgrade may contact you using the information you provide to Upgrade for the purpose of facilitating transactions, completing transactions, investigations into your account, or anything in our discretion we believe requires contacting you. You agree to keep your contact information, including your phone number, email, and mailing address up to date.

The Website and the App, Use of Features

You have access to online banking services through the Upgrade Website and the App. If you have registered Access Credentials to access your Account, you may log in to your Account using the Website and/or App at any time to view and update information about your Account and initiate online transfers. Your use of the Website and the App is subject to the Terms of Use of the Website or App, as applicable. The terms of this Agreement govern in the event there is a conflict between the Terms of Use of the Website or App and this Agreement.

We may further allow you to enroll in certain features or functionality related to your Account, including the ability to make bill payments or deposit checks, through the Website or App. By using such features or functionality, you agree to any supplemental terms and agreements presented in the App or Website for the feature or functionality. Not all customers or accounts will be eligible for certain features or functionality, and we reserve the right to limit or change such eligibility at any time. You agree that we may add or remove features or functionality without notice.

Limited Account Access

Your Account is an electronic demand deposit account that is accessible through the App on your mobile device or the Website that you have assigned or pledged as Collateral for obligations associated with your Card. Your ability to deposit, withdraw, and transfer funds as described below the below sections is limited by the Security Agreement. See the Deposits and Withdrawals, Transfers, and Other Account Charges sections for more information.

Authorization

You hereby authorize the Bank to establish the Account to hold your funds. You are responsible for all payments and activities on your Account that are directed through use of the App and Website. If you permit another person to access or use your Account using your login credentials, you are responsible for any transactions they authorize from your Account. When we receive payment instructions from the App or Website, it will serve as an authorization for us to debit your Account and remit funds on your behalf. You agree that the App, Website, or any other website or electronic portal provided by Upgrade ( Portal) is the primary method by which you may conduct activity on the Account and transactions effected through any Portal will be considered authorized. With your use of the App or Website, you authorize Bank at any time to charge you for drafts or other orders for the payment of money that are drawn on the Account. You further agree that we will not take any direction from you with respect to the Account, other than through the App, Website, or other access points we may authorize. The Bank will direct you to Upgrade for any and all activities and questions related to the Account.

FDIC Insurance

Funds in your Account are insured by the Federal Deposit Insurance Corporation (FDIC), up to the applicable limit. The amount of insurance coverage you have may depend on the balance in your Account and the ownership, type of account (e.g. individual account or joint account), and balances held in any other accounts you have with us. For additional information, please visit the FDIC’s website at www.fdic.gov.

C. Services

Premium and Associated Services

Premium gives you access to additional benefits and features described in the Premium Terms and Conditions (https://www.upgrade.com/legal/premium-terms/). If any terms between the Premium Terms and Conditions and this agreement conflict in regards to Premium, the Premium Terms and Conditions shall govern. You may opt into Premium at any time, subject to the Premium Fee.

Premium Fee

Premium members are subject to the Premium Fee. This fee is charged to your Account monthly, or by any other option to pay this fee as provided to you. We may offer you alternative methods to pay the Premium Fee. You will be charged the Premium Fee monthly, on the same date as when you opt into the Premium, pursuant to the Premium Terms and Conditions. You may cancel at any time on the Website or App before the fee is due. Cancellation is subject to the Premium Terms and Conditions.

The Premium Fee may be waived or subject to discounts from time to time. Such waivers and discounts are temporary and subject to the terms disclosed to you. Waiver of the Premium Fee does not guarantee future waivers.

Bill Payment Services

We may allow you to make payments to companies or individuals (each, a Payee) through electronic transmission or check from your Account (Bill Pay or Bill Payments). If Bill Pay is made available to you, you authorize us to make payments through electronic transmission or check through your use of Bill Pay. Bill Pay is only available for payments in U.S. dollars to a Payee located in the United States. We reserve the right to restrict certain Payees or categories of Payees to whom payments may be made using Bill Pay.

Scheduling Bill Pay

If you choose the first available Payment Date or Mailing Date, your Bill Pay request will be debited from your Account immediately. If you select a future date for your Payment Date or Mailing Date, your Bill Pay request will be debited at 1:30am ET on the day of cutoff described above, respectively. You can cancel any scheduled Bill Pay before the specified cutoff time and any funds debited will be returned immediately. Once a payment begins processing, it cannot be canceled, except as provided above for Bill Pay by Check.

To assure timely payment, you must schedule payments with sufficient time for processing, and your Account must have sufficient available funds in your Account to cover the payment. You are responsible for (i) confirming the accuracy of the information you submit for Bill Pay, including but not limited to payment amount, payment date, Payee account number, mailing address, and mailing date, as applicable, and (ii) any late fees, interest charges, or other action taken by the Payee.

We make no guarantee if we fail to process a payment in accordance with your instructions.

Linking External Accounts

You may choose to link your Account to an account you have with another financial institution in the U.S. or a U.S. territory where we offer the Account. We will call that other account a Linked External Account. Any Linked External Account must be owned by you and must be a personal account (not a business or commercial account). Your request to establish a Linked External Account is subject to our verification and approval.

You may only initiate transfers to or from a Linked External Account using the Website or App. In our discretion, we may limit the number of Linked External Accounts you may have at one time, de-link any Linked External Account, or close your Account if we are unable to verify you as the owner of a Linked External Account.

Deposits

Deposits may only be made in U.S. dollars using one of the methods described below, including by Wire Transfer, ACH Transactions, or Mobile Deposit, subject to applicable laws and rules. Before final settlement of any deposit, we act only as your agent and assume no responsibility beyond the exercise of ordinary care. We reserve the right to refuse, return or limit any deposit you make to your Account and to establish (and change) maximum dollar limits for Account principal balances and transactions and other restrictions in our discretion from time to time. By using the App or Website to initiate a transfer of funds from a Linked External Account to your Account, you authorize Cross River Bank to make the transfer you select on the App or Website. If a deposit you make is returned to us unpaid or is otherwise charged back to us, we will charge it back to your Account. See our Funds Availability Policy for more information about when you can access funds you deposit.

All Items are credited subject to final settlement in cash or credits. We shall have the right to forward Items to correspondents including all Federal Reserve Banks, and we shall not be liable for default or neglect of said correspondents for loss in transit, nor shall any correspondent be liable except for its own negligence. If we permit you to withdraw funds from your Account before final settlement has been made for any deposited Item, and final settlement is not made, we have the right to charge your Account or obtain a refund from you.

Requirements to Maintain a Secured Balance

The Secured Balance of your Account must equal at least your Required Balance or more, before you are permitted to request and obtain any Draws (defined in Card personal credit line agreement) under your Card.

Permitted Deposits

The following types of deposits are permitted on your Account:

Please see our Funds Availability Policy for information about when funds you deposit will be available for withdrawal.

Deposit Records and Receipts

We and our service providers may rely on the account number on any record of a deposit you make, even if that account number is associated with a name that is different from the name you've provided. It is not our responsibility to detect any inconsistency between the account number you provide and the name.

You may use the App, Website, or call us to confirm that we have received a deposit. We may not provide you with notice of our receipt of a deposit into your Account. However, all deposits into your Account will be included in the periodic statements we provide to you. We may confirm your deposits, and, after review, may adjust your Account for any errors, including any errors on your deposit, deposit request or similar records.

Opening Deposit

If you fail to fund your Account within 30 days after we approve your application, we may close your Account and your Card.

Our Right to Refuse Deposits

We may refuse a deposit, or part of a deposit, at any time. We also may refuse a deposit after initially accepting it. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made.

Our Right to Charge Back Deposited Items

If you make a deposit and (a) the sending bank returns it to us unpaid; (b) the sending bank demands that we repay them because the deposit was unauthorized; or (c) the sending bank or the originator of a transfer demands that we return the Item because it was unauthorized, sent to the wrong account number or procured by fraud, we may accept the return and/or pay the return or demand, and subtract the funds from your balance. In addition, we may charge back any deposited Item at any time before final settlement for whatever reason. We shall not be liable for any damages resulting from the exercise of these rights. Except as may be attributable to our lack of good faith or failure to exercise ordinary care, we will not be liable for dishonor resulting from any reversal of credit, return of deposited Items or for any damages resulting from any of those actions. This may result in a reduction in the Credit Limit on your Card or the closure of your Card.

Early Direct Deposit

For certain eligible Direct Deposits, we may provide you access to those direct deposit funds up to two (2) days before we receive the funds from your payor (Early Direct Deposit). Early Direct Deposit depends on when we receive your payor’s payment instructions, any limitations on the amount and frequency of Direct Deposit to your Account, and standard fraud prevention procedures. Not all Direct Deposits are eligible for Early Direct Deposit. Eligible Direct Deposits are limited to electronic direct deposits under $5,000 from payors such as your employer, payroll, and benefits providers.

We do not guarantee that any Direct Deposits will be made available before the date scheduled by the payor, and early availability of funds may vary between Direct Deposits from the same payor.

When funds are made available early, they will be reflected as Available Balance. Even if we have made funds available to you and you have withdrawn the funds, you are still responsible for Direct Deposits that are reversed, returned, rejected, or otherwise uncollected by us and for any other problems involving your deposit. If a Direct Deposit is not available early, it will be made available in accordance with our Funds Availability Policy.

Early Direct Deposit is provided at our sole discretion at no cost to you, and we may change or cancel this service at any time without notice to you.

Mobile Deposit

Eligible accountholders can capture images of Eligible Checks electronically for deposit to your Account using the mobile check deposit feature (Mobile Deposit) for checks that are addressed to you, so long as you comply with our requirements and applicable law. The check image and associated information transmitted electronically are called collectively the Check Image. The paper instrument to which the Check Image relates is called the Original Check. We may process and collect the Check Images you send us in any manner we choose, at our sole discretion. We will notify you electronically once a Check Image is received (Electronic Notice). We will then attempt to collect the Item by presenting the image or converting the image into a digital representation of the Original Check (such digital representation, the substitute check). You must retain the Original Check when you use Mobile Deposit. See the Retention of Original Check section below for retention requirements. The manner in which substitute checks are cleared, presented for payment and deposited will be determined by us, in our sole discretion.

Eligibility and Restriction of Mobile Deposit Access

We, in our sole discretion, may make Mobile Deposit available to you or restrict your access. We determine your access to Mobile Deposit in our sole discretion using risk-based factors such as your history and use of any accounts opened through Upgrade. At a minimum, you must be in good standing, and have received $1,000 or more in Eligible Direct Deposits (as defined here or visit https://www.upgrade.com/deposits/active-account/) in the prior calendar month or in the current calendar month to be eligible to be given full access to this service. We may otherwise provide you limited access to Mobile Deposit or temporary access to Mobile Deposit as disclosed to you. We may change, modify, add or remove functionality from Mobile Deposit at any time, with or without notice to you.

Using Mobile Deposit

You must follow our Mobile Deposit instructions for capturing and transmitting Check Images to us. You will not transfer, deposit, negotiate, or otherwise use any Original Check (or a copy of any Original Check) once we confirm its receipt by us through Mobile Deposit. You may use Mobile Deposit only for non-business, personal use in accordance with this Agreement. By transmitting a Check Image to us through the App, you authorize us to contact you regarding any processing issue or collection effort with respect to such Check Image. We reserve the right to monitor your use of Mobile Deposit.

You represent and warrant that you will not use Mobile Deposit to (i) distribute email, instant messages, text messages or other communications in an illegal manner, including but not limited to creating or sending hoax email or chain email, sending unsolicited commercial email or bulk email (aka spam or spamming), harvesting email addresses, using open proxies or relays to allow spamming, impersonating someone else (aka spoofing) or falsifying message header information; (ii) gain unauthorized access to computer systems or engage in security attacks of any kind, including but not limited to security attacks against trust (such as email spoofing, password cracking, IP spoofing and DNS poisoning), against confidentiality and integrity (by using malware such as computer viruses, worms, Trojan horses, rootkits, keyloggers, spyware or other malicious programs and code), or against availability (such as denial of service and email bombs); (iii) corrupt, modify or intercept electronic communications intended for any other person or entity; (iv) interfere with or disrupt the operation of the services; or (v) conduct or engage in any illegal business or activity, infringe any third party intellectual property rights, collect, copy or process information in a way that breaches data protection laws or leads to a wrongful breach of privacy, or create, distribute, process or view any defamatory, obscene, indecent, pornographic, racist, sexist or otherwise discriminatory, misleading, deceptive, fraudulent or otherwise objectionable, offensive or illegal material. Bank reserves the right to investigate potential violations of the foregoing representations and warranties. If Bank reasonably determines that a breach of any such representation or warranty has occurred, then Bank may, in its sole discretion: (i) restrict your access to Mobile Deposit; and/or (ii) remove or require removal of any offending information in violation of the above. In the event of any breach, or reasonably anticipated breach, by you of any of the foregoing representations and warranties, in addition to any other remedies available at law or in equity, (1) you shall promptly and diligently take action to remedy the situation, and (2) Bank shall have the right to immediately suspend access to Mobile Deposit without prior notice if deemed reasonably necessary by Bank in its sole discretion to prevent any harm to Bank, its subcontractors, businesses or customers.

Technical Requirements; Software and Documentation

In order to use Mobile Deposit, you must have an iOS or Android smartphone capable of installing and running the App and additionally equipped with a camera capable of taking photos with the minimum required resolution. You are responsible, at your sole expense, for providing and maintaining the equipment that is necessary for use of Mobile Deposit. You agree that you will perform, or cause to be performed, all vendor recommended maintenance, repairs, and upgrades if you utilize Mobile Deposit. We assume no responsibility for any errors, failures, or malfunctions of your mobile device, or for any virus or related problems that may occur in connection with your use of Mobile Deposit.

All right, title and interest in and to (a) any and all computer programs, including, but not limited to, the object and source codes therefor, and any and all updates, upgrades, fixes and enhancements thereto and any and all documentation, user guides and instructions pertaining thereto (everything in this clause (a), collectively, Software), and (b) any and all users guides, instructions and other documentation provided to, or used by, you in connection with the Mobile Deposit (everything in this clause (b) collectively, the Documentation) shall be, and remain, the property of Bank, Upgrade, and/or any third party Software provider, as applicable. Unless otherwise expressly authorized, you may not (a) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, reverse engineer, reverse compile or create derivative works of, the Software in any form or (b) copy, reproduce, transmit, retransmit, disseminate, display, publish, sell, broadcast, circulate, distribute, transfer, assign, or commercially exploit the Documentation.

Availability and Maintenance. Subject to the terms of our Funds Availability Policy, Mobile Deposit can be utilized 24 hours a day, seven days a week, except when the system is unavailable due to needed maintenance or system outages. We are not responsible for the unavailability of Mobile Deposit or any damages that may result from its unavailability.

NOTICE: YOU AGREE THAT YOUR USE OF MOBILE DEPOSIT AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Security

You agree to: (a) review and comply with any online instructions we provide for using Mobile Deposit ( Authentication Procedures) and (b) take reasonable steps to safeguard the confidentiality and security of your Access Credentials and other Authentication Procedures to access Mobile Deposit. We may deny access to Mobile Deposit without prior notice if we are unable to confirm to our satisfaction any person’s authority to access Mobile Deposit or if we believe such action is necessary for security reasons. Notwithstanding the foregoing, we have no responsibility for establishing the identity of any person who uses the Access Credentials and other Authentication Procedures. You agree to be responsible for any transmission or transaction we receive through Mobile Deposit, even if it is not authorized by you, if it is processed by us in accordance with the terms of this Agreement. You agree to notify us immediately if you believe the security or confidentiality required by this provision has been breached or may have been breached. You acknowledge, understand and agree that the Authentication Procedures are not designed for the detection of errors. Bank is not, and will not be, obligated to detect errors by you or others, even if Bank takes certain actions from time to time to do so. You are solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in your possession or under your control. Bank is not responsible for any computer viruses, including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”, problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system. You acknowledge and agree that you will protect yourself and be vigilant against email fraud and other internet frauds and schemes, including, without limitation, fraud commonly referred to as “phishing” or “pharming”. In the event you receive an email or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree that you shall not respond to the email, provide any information to the email sender, click on any links in the email, or otherwise comply with any instructions in the email. To the extent allowed by law, you agree that Bank is not responsible for any losses, injuries, or harm incurred by you as a result of any electronic, email, or internet fraud.

No Fees for Mobile Deposit

We charge no fee for depositing a check using Mobile Deposit, including where a check deposited using Mobile Deposit is returned by the bank upon which it was drawn for any reason. However, please note that mobile carriers may charge for sending and receiving data to upload Check Images using the App. Please consult any applicable mobile service agreement(s) for details on applicable fees.

Eligible Checks

You agree that you will use Mobile Deposit to make deposits to your Account only by transmitting to us Check Images of eligible checks ( Eligible Checks). Eligible Checks are checks drawn on U.S. domiciled financial institutions in U.S. dollars that are not otherwise disclosed to you as ineligible at transmission and are:

You may be limited in your ability to deposit any of the above Eligible Checks, as disclosed to you when you use Mobile Deposit. We reserve the right to change the list of Eligible Checks from time to time.

Eligible Checks must also meet the image, MICR quality and other check requirements set forth below.

Image, MICR Quality, and Other Check Requirements. Each File transmitted shall contain images of the front and the back of the check scanned and remotely deposited by you. Each image of each check shall be of such quality that the following information can clearly be read and understood by sight review of such image:

In addition, Eligible Checks must meet the following requirements:

Prohibited Checks

You may only use Mobile Deposit to scan and transmit Eligible Checks made payable solely to you and which are properly endorsed by you. You agree that we are not obligated to accept for deposit any Check Image we receive and that we, in our discretion, determine to be ineligible for deposit using Mobile Deposit. You agree that you will not scan and attempt to deposit any of the following:

The fact that we accept any of the items described above shall not obligate us to continue that practice, and we may stop doing so without cause or prior notice. Our failure to identify a Check Image you transmit as not being an Eligible Check shall not preclude or limit your obligations to us under this Agreement.

Limits

We may impose limits on your eligibility to use Mobile Deposit, the dollar amount or number of deposits you make through Mobile Deposit or other limits in our sole discretion based on our enrollment and qualification requirements, which may include your Account history, direct deposit history, direct deposit amounts, and other risk-based factors. We may reject Items in excess of these limits. We reserve the right to change such limits and the qualification and enrollment requirements in our sole discretion at any time without prior notice. These limits are designed to be flexible to protect the security and integrity of the service and accounts, as well as you and all other users of the service. You may view the limits applicable to you at any time by tapping the link provided on the Mobile Deposit submission page within the App.

Receipt of Check

Neither Upgrade nor the Bank is responsible for Check Images not received or dropped during transmission or intercepted or altered by an unauthorized third party. We may refuse any check, Check Image, or File for loading through Mobile Deposit, with or without cause, and shall have no liability to you for the rejection of a check of File or the Check Images, or other information contained therein, or for the failure to notify you of such rejection. A Check Image will be deemed received only when we provide you with Electronic Notice confirming receipt of the Check Image. After receipt of your Check Image is confirmed, the Check Image will be subject to review before it is submitted for deposit and may still be rejected for any reason at the discretion of Upgrade and the Bank. Bank, in its sole discretion, may, instead of rejecting the Check Image or File, elect to correct the error and accept and process the corrected File (a Corrected File). An Electronic Notice confirmation is not a representation, warranty or other indication that the Check Image will be presented for deposit or will be honored by any collecting or paying bank. If Upgrade or the Bank rejects a Check Image received through Mobile Deposit, you may contact the individual or company who issued the check, to request a new or reissued check be provided to you. If you do submit the Original Check for processing, Upgrade and the Bank reserve the right to refuse to process it and may instead require you to have the check reissued. If Bank elects to correct a File or Check Image, as a form of correction, Bank may credit your Account for the full amount of the deposit and make any necessary adjustments to the Account to correct the error. Bank may, in its sole discretion, also elect to perform a risk management analysis of one or more Files submitted by you to detect potentially fraudulent checks, and, in its sole discretion, Bank may reject any such File or the Check Images or other information contained therein. In case of acceptance of the File, Bank shall electronically notify you of successful processing of your check. Notwithstanding the fact that Bank has accepted a File for deposit, any credit made to your Account shall be provisional, and you shall remain liable to Bank for any errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against, Bank.

Retention of Original Check

You shall securely store all Original Checks for a period of 60 days after you have received notice from us that your check has been successfully processed (the Retention Period). During the Retention Period, you shall take appropriate security measures to ensure that: (a) only an accountholder shall have access to the Original Checks, (b) the information contained on such checks shall not be disclosed, (c) such checks will not be duplicated or scanned more than one time and (d) such checks will not be deposited or negotiated in any form. Promptly upon the expiration of the Retention Period applicable to Original Checks, you shall mark the checks as "Void" and then destroy the checks by shredding or by such other commercially reasonable method of destruction. You agree to notify us immediately by calling us at 844-319-3692 or writing to us at depositsupport@upgrade.com if you learn of any loss or theft of a check. If warranted in Bank’s reasonable judgment, Bank may audit and monitor your safeguarding practices, and you agree to cooperate with Bank to permit such monitoring, including by making the Original Check available to Upgrade and Bank to confirm you have satisfied your obligations under this Agreement and to facilitate the clearing and deposit process, to address third-party claims or for our own audit purposes. Should you fail to produce the Original Check, you authorize Upgrade or the Bank to deduct the amount of the check in question from your Account, regardless of whether such action may cause your Account to not have sufficient funds. Immediately after this 60-day period, you should securely and thoroughly destroy the Original Check. Further, You hereby agree to indemnify Bank and any Indemnified Party (as defined below) for, and hold Bank and any Indemnified Party harmless from and against, any and all claims, demands, actions, causes of action, losses and damages, of whatever nature or kind, and regardless of the theory upon which the same is (are) based, caused directly or indirectly by, arising out of, related to, in connection with or resulting wholly or partially from your responsibilities under this section.

Termination or Suspension

We reserve the right to suspend or terminate Mobile Deposit at any time without notice to you unless notice is required by law. We may suspend or terminate your use of Mobile Deposit at any time, with or without cause, in our sole discretion. If you violate the terms of Mobile Deposit, such actions may be used as a basis to terminate your Account. Any termination will not affect any of your or our rights and obligations under this Agreement that have arisen before the effective date of such termination.

Your Representations and Warranties

You represent and warrant the following with respect to each Check Image that you transmit through Mobile Deposit:

Returned Deposits

Any credit to your Account for checks loaded using Mobile Deposit is provisional. If a check deposited through Mobile Deposit is dishonored, rejected or otherwise returned unpaid by the bank on which the check is drawn, or is rejected or returned by a clearing agent or collecting bank, for any reason, including, but not limited to, issues relating to the quality of the image, you agree that we may charge back the amount of the Original Check and send you notification of the return. You will reimburse us for all loss, cost, damage or expense caused by or relating to the processing of the returned Item. We may debit any of your Accounts to obtain payment for any Item that has been rejected or returned, for any adjustment related to such Item or for any warranty claim related to such Item, whether or not the rejection, return, adjustment or warranty claim was made timely. If the maker of a check or another third party makes a claim against us or seeks a re-credit with respect to any check processed through Mobile Deposit, we may provisionally freeze or hold aside a like amount in your Account pending our investigation and resolution of the claim.

Limitation of Liability

Indemnification

You will indemnify and hold Bank and any Indemnified Party harmless against any and all actions, proceedings, liabilities, losses, costs, including attorneys’ fees and expenses of litigation), penalties, fines, and claims, including, without limitation, warranty claims, that result from or arise in connection with: (a) our processing of Check Images in accordance with this Agreement, which includes, without limitation, Bank’s ability to rely upon any instructions or information received from any person reasonably believed by Bank to be your authorized representative; (b) your actions or omissions, or those of authorized representatives of you, including your breach of any representation or warranty, failure to report required changes, transmission of incorrect data to Bank, failure to maintain compliance with procedures provided by Bank, destruction of Original Checks, or failure to comply with this Agreement; (c) any misuse of Mobile Deposit by you, including without limitation any deposits of Prohibited Checks; (d) your failure to comply with applicable state and federal laws and regulations; (e) actions by third parties, such as the introduction of a virus, that delay, alter, or corrupt the transmission of Check Images or information to us; or (f) any claim by a recipient of a substitute check (corresponding to a check processed through Mobile Deposit) that the recipient incurred a loss due to (i) the receipt of a substitute check instead of the Original Check, or (ii) multiple payments with respect to the same Original Check, based on any combination of the Original Check, the substitute check, and/or any paper or electronic copy of either.

Use of Your Geolocation

When you are submitting an image for processing through Mobile Deposit, we reserve the right, at our discretion, to use your mobile device’s capabilities to obtain your geolocation for fraud prevention services. We may choose to capture either your current location or the last location stored on your mobile device.

Withdrawals, Transfers, and Other Account Charges

Withdrawals and Transfers from Your Account

Withdrawals may only be made in U.S. dollars, by transferring funds to a Linked External Account from which you deposited the funds using the methods described in the Electronic Funds Transfer Agreement, subject to any limits disclosed in this agreement.

Withdrawal Rules

We may subtract from your balance the amount of any withdrawal or debit transaction that you initiated or approved. We may require you or any person you authorize to provide us with identification, documentation or information that’s acceptable to us before allowing the transaction. You may not make any withdrawal that would exceed the Available Balance in your Account. See the Insufficient Funds section below. We may refuse any withdrawal by any method we do not specifically permit for your Account, that does not include all information we require, or that would exceed any applicable frequency, dollar limits or other limits we impose or cause your Account to be overdrawn. We reserve the right to establish (and change) maximum dollar limits and other restrictions for withdrawal transactions, including the number of withdrawals permitted by Wire Transfer, from time to time.

Cutoff Time

Please see the Electronic Funds Transfer Agreement for more information on cutoff times for online requests to transfer funds to or from your Account via ACH. Other cutoff times, such as for Wire Transfer requests, are available in the App or Website based on the type of request.

Account Numbers on Fund Transfers

You must provide accurate information, including accurate account number or bank routing number to make fund transfers, such as an EFT or Wire Transfer. If there are inconsistencies with the name on an account you provide to make a transfer, the account number may be relied on to execute the transfer. We have no duty to detect any inconsistency between the bank routing number or account number and the name.

Multiple Signatures

We are not required to comply with any multiple-signature requirement, even if you have otherwise instructed us to do so.

Insufficient Funds

Our general practice is to decline to pay any transaction that would cause a negative balance on your Account such as, as result of a returned deposit item or if we apply funds from your Account to your Card (i.e., your Available Balance is less than the amount of that Item plus all other Items received but not yet paid) . However, we may, in our sole discretion, pay the Item even if your Available Balance is insufficient to cover the transaction, resulting in a negative Available Balance. Even if we’ve paid such Items before, we are not required to do it in the future. We look at your Available Balance only once to decide if the Item would cause your Account to have a negative balance. If we pay a transaction that causes your Account to have a negative balance, you must immediately deposit the amount necessary to restore your balance to at least $0.00. We also may report you to consumer reporting agencies, close your account, or both. This could affect your ability to open accounts with us or other banks in the future. You authorize us to use the money from any subsequent deposits to your Account to pay any negative balance on your Account and restore the balance to at least $0.00. Subsequent deposits include any federal or state benefit payments that you choose to deposit in your Account (including Direct Deposit of Social Security benefits). You understand and agree that if you do not want your benefits applied in this way, you may change your Direct Deposit instructions at any time. We may still pursue collection of the amount you owe (including suing you) after it is charged off.

Bill Pay Guard

Bill Pay Guard is an optional service that may be made available to use, which lets you link your Account to your optional Boost Money™ Save (formerly known as Upgrade Money™ Save or Save Account) to help you make future-dated Bill Payments (see Bill Payments above) and scheduled ACH transfers (see Electronic Funds Transfer Agreement below) on time if you have enough money between your Account and Save Account. Your Account and Save account must both be open and in good standing to use this feature. Any Account Holder can turn Bill Pay Guard on and off using the App or Website without the consent of any other owners.

Before a future-dated Bill Payment or scheduled ACH transfer is debited from your Account, we will check your balance to see whether there are enough funds to complete the request or transfer. If you do not have sufficient funds in your Account to complete the request or transfer, we will then check the balance of your Save account. If your Save account has sufficient funds to cover the difference between your Account balance and the Bill Pay or ACH transfer amount without drawing your Save account negative, we will transfer the difference from your Save account to your Account. The Bill Payment or ACH transfer will then be debited from your Account. This process typically takes a few seconds, and in most cases, less than a minute.

Bill Pay Guard does not guarantee any or all future-dated Bill Payments and ACH transfers will be made. For example, the Bill Payment or ACH transfer debit may not be made or fail as a result if:

Processing Order

The following processing order dictates the order in which we will process your transactions each Business Day. All credit transactions are processed first. Debits or withdrawals (such as ACH Transactions) will be processed in the order in which they are received by us. The processing order of these Items is important because if your Available Balance is not sufficient to pay for each Item in the order it is processed, we may, in our sole discretion, return or reject the Item, and your Account may become overdrawn.

Fees, Service Charges, Balance Requirements and Expenses

You agree you are responsible for any fees, charges, balance or deposit requirements as stated in this Agreement. You agree to be liable to us for any loss, costs or expenses that we incur as a result of any dispute involving your Account, including reasonable attorneys’ fees, to the extent permitted by law, and you authorize us to deduct such loss, costs or expenses from your Account without prior notice to you, which may result in a reduction of your Credit Limit or closure of your Card.

D. Communications, Statements, Notices of Errors, and Other Notices

Delivery of Notices

You agree that we and our service providers may communicate with you by mail, telephone, email, fax, prerecorded message, automated voice, text message or other means allowed by law regarding your Account. Any legal disclosures, notices and communications and other Account-related correspondence that we mail to you will be sent via U.S. Mail to the last mailing address shown in our records for your Account. Notices will be deemed to have been delivered on the day we mailed it to you, or made it available electronically. We are not responsible for communications or notices lost in, or not delivered by, mail or email. Some notices may only be available electronically or in paper form.

Electronic Communication

We and our service providers may send communications electronically, such as by email or text message, rather than through U.S. Mail or other means, unless the law says otherwise. If you give us your email address, you agree that we and our service providers may send servicing messages (such as fraud alerts and hold alerts) related to your Account to that address. You may be required to agree to communicate with us and our service providers by electronic means in order to open an Account. If you revoke your consent to electronic communications, we may close your Account or take other action described in the E-Sign Consent.

Telephone Communication

We and our service providers may record and/or monitor any of our telephone conversations with you. If we and our service providers do record, there is no requirement to keep the recordings, unless otherwise required by law. When you give us your mobile number, we have your permission to contact you at that number about all of your Cross River Bank accounts. This consent allows us and our service providers to use text messaging, artificial or prerecorded voice messages and automatic dialing technology for informational and service calls, but not for telemarketing or sales calls. It may include contact from companies working on our behalf to service your Account. Message and data rates may apply. You may change these preferences by calling us at 844-319-3692 or sending us a message at depositsupport@upgrade.com.

Change in Contact Information

We require you to provide an email address, mobile telephone number, and physical street address (address cannot be a P.O. Box). You are responsible for promptly notifying us of any change to any such contact information or your name. In some instances, we may request additional information for verification purposes. Any notice we mail to you (or email to you if you’ve told us to communicate with you electronically) will be binding when sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service ( USPS) or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address. Even if you elected to receive electronic communications from us, we may still provide you information via the USPS.

Communications Equipment and Services

You are responsible for obtaining and maintaining all telecommunications, mobile, broadband, computer, hardware, software, equipment and services needed to access and use your Account online; view, save and/or print your Account documents online; and receive any messages or documents you have consented to receive electronically; and for paying all related charges. We are not required to act on any instruction or message from you provided by fax, SMS/text, telephone voice mail, message service or answering machine. Whenever this Agreement or applicable law requires or allows you to give us written notice, we will not consider SMS/text or fax to be written notice.

Periodic Statements

We will make available a periodic statement for your Account monthly. We make your statement available through the App and Website on the day we notify you that the paperless statement is available.

E. Closing or Restricting Your Account

Restricting Your Account; Blocking and Delaying Transactions

There are many reasons we may decline or prevent transactions to or from your Account, but we generally do it to protect you or us, or to comply with legal requirements. We may decline or prevent any or all transactions to or from your Account in our sole discretion, as permitted by applicable law. We may refuse, freeze, reverse or delay any specific withdrawal, payment or transfer of funds to or from your Account, remove funds from your Account to hold them pending investigation, or close your Account, including, but not limited to, in one or more of the following circumstances, the result of which may be a reduction in your Credit Limit, suspension of access to your Card, or termination of your Card:

You May Close Your Account

You may notify us through Upgrade at any time to close your Account, which may also require that you close your Card. However, we are not required to close your Account at your request if you have pending transactions, your Account is overdrawn or your Account is subject to investigation, review, legal process (such as a garnishment, attachment, execution, levy or similar order). In those cases, we will restrict your Account against all future withdrawals other than under legal process until pending transactions are paid or returned, the balance is no longer negative, and any legal restriction has been released. If your balance is greater than zero, you must transfer your remaining balance to a Linked External Account. If you do not have a Linked External Account, please call us at 844-319-3692 and we will help you to obtain your remaining balance. Your Account balance must be $0.00 before your Account will be closed.

We May Close Your Account

In addition to our authorizations in the “Closing Your Secured Account; Return of Funds” section in the Security Agreement, we may also close your Account at any time (which may also result in the closure of your Card), for any reason or no reason, with or without prior notice to you. If we close your Account, your Account balance will be returned to you electronically to a Linked External Account or by check sent to you by mail. We will have no liability for any action we take under this section.

Rules for Closing Your Account

We may restrict your Account in preparation for closing. As we do so, we may limit deposits to, or withdrawals from, your Account. We may send you written notice that we have closed or will close your Account and, following full satisfaction of all obligations relating to your Card, and return the balance less any fees, claims, setoffs or other amounts. This Agreement will survive the closing of your Account and you are still responsible for obligations incurred prior to or in connection with the closing of your Account. After your Account is closed, we will not accept deposits or pay any outstanding transfer requests.

F. Other Account Terms and Information

Your account is a non-interest bearing, checking account. You will not receive a debit card with this account.

Assignment of Agreement and Successors

You may not assign or transfer any interest in your Account unless we agree in writing. Any permitted assignment of your Account is subject to our setoff rights. This Agreement will be binding on your personal representative, executors, administrators and successors, and on our successors and assigns.

Security

It is your responsibility to protect your Access Credentials and the devices on which you access your Account. Do not share this information with anyone. Please notify us immediately if you believe your Account has been accessed without your permission. See the Electronic Funds Transfer Agreement for more information about your rights and responsibilities in the event of unauthorized use of your Account.

Power of Attorney

A power of attorney is a document you sign that authorizes someone else, called the agent, to act on your behalf. If you sign a power of attorney, the agent can sign on your behalf and do anything you could do regarding your Account, including withdrawing or spending all of the money in your Account. Do not sign a power of attorney unless you trust the agent to act in your best interest. If you choose to add an agent, you must provide a power of attorney form that we agree to accept. We may rely on a copy of an original power of attorney. We are not required to investigate the facts relating to any power of attorney provided to us on your behalf, including whether your signature on the power of attorney is authentic or whether the agent continues to have authority. We may follow or refuse to follow the agent’s instructions at any time, including if we suspect fraud or abuse on your Account, unless applicable law requires otherwise. We may also refuse an agent’s request to become a joint owner or a beneficiary of an Account, but we have no liability to anyone if we do so. We have no liability when we follow or refuse to follow any instructions from an agent, for example, if your agent misuses the authority you have given them.

Death or Incompetence of Account Owner

Your agent, attorney, personal representative, executor, administrator, or successor must tell us or Upgrade immediately if you die or are declared incompetent by a court. We may act as if you are alive and competent until (a) there has been full satisfaction of all obligations relating to your Card; and (b) we receive notice otherwise. After we receive notice of your death or incompetence, we may freeze your balance, refuse to accept transactions, and reverse or return deposits. We are also not required to release your funds until we receive any documents we reasonably request to verify your death or incompetence, as well as who is entitled to the funds. 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. If you authorize any transaction, but it’s not presented for payment until after you die or are declared incompetent, we are authorized to pay the transaction. If you owe us a debt, including but not limited to obligations relating to your Card, at the time of your death, we are authorized to exercise our right of setoff (our right to apply funds in one Account to the debt associated with another Account) or security interest rights against the funds credited to your balance after your death. We are also not required to disburse funds until we receive any documents we reasonably request to verify your death or incompetence and to establish a new person’s authority to act in transacting on or closing your Account.

Adverse Claims

If there are conflicting instructions or there is any dispute regarding your Account, we may take any action described in the Restricting Your Account; Blocking and Delaying Transactions section above, or we may place funds in a court (this is called an interpleader action) for resolution. If any person notifies us of a dispute, we do not have to decide if the dispute has merit before we take further action. We may take these actions without any liability and without advance notice, unless the law says otherwise.

Setoff and Security Interest

If you owe a debt to us or any of our affiliates (either now or in the future), you grant us a right of setoff to, and a security interest in, all of your accounts with us to secure the debt. Debts include any overdrafts or fees you owe, as well as amounts owed us by another person or entity if you have guaranteed that you will pay their debts. If the debt is due or overdue, we may use the funds in any of your Accounts to pay all or part of the debt. Our security interest will be governed by Uniform Commercial Code Article 9, as adopted by the applicable state law, whether Article 9 applies by its terms or not. We do not have to give you any prior notice to apply the funds. You expressly agree that our rights extend to any electronically deposited federal or state benefit payments, including Social Security benefits, as permitted by law. If you don’t want your benefits applied in this way, you may change your Direct Deposit instructions at any time with the person or organization paying the benefits. The right of setoff does not apply if the debt is created under a personal credit card plan. If any federal benefits or other payments are deposited to your Account after you become ineligible to receive them, we may set off against any of your Accounts to recover the payments if we’re obligated to return funds to the payor.

No Waiver

If we fail to exercise any right, that doesn’t mean that we waive that right or any other right, and we may still enforce all of our rights in the future.

Changes to the Agreement

We reserve the right to amend or change the terms of this Agreement at any time in accordance with applicable law. We will post the amended Agreement at https://www.upgrade.com/deposit/borrower-agreement?agreementType=DEPOSIT_ACCOUNT_AGREEMENT&productType=DEPOSIT&programDefinitionCode=DEP_CB_01. All changes shall be effective upon such posting to that page. Please check this page regularly so you are aware of any changes. If you maintain your Account after the effective date of any such change, you indicate your agreement to such change. You will be notified of any change as required by applicable law prior to the effective date of the change. We will endeavor to give you written notice at least 21 days before the change becomes effective if the change will result in increased fees or liability to you, fewer types of available EFTs, or stricter limitations on the transfers you may make. However, if the change is made for security purposes, we can implement such change without prior notice. Notices will be made available on the App or Website or delivered electronically using the most recent contact information we have on file for you.

Research, Legal Process and Requests for Information

If we receive any legal process relating to you or your Account, you authorize us to comply with it. "Legal process" means any document that appears to have the force of law that requires us to hold or pay out funds from your Account, including a garnishment, attachment, execution, levy or similar order. We do not have to determine whether the legal process was validly issued or is enforceable. If any action, including administrative proceedings, garnishment, tax levies, restraining orders or another action is brought against you or your Account, you will be liable to us for any loss, cost or expense, including attorneys’ fees, resulting from our compliance with any legal process. If we receive any subpoena, court order or request for information or documents from a government entity or arbitration panel relating to your Account, we are authorized to comply with it.

Illegal Activities and Gambling Transactions

You agree not to use your Account for any illegal activity. We may also refuse any gambling transaction, whether lawful or not.

Inactive and Unclaimed Accounts

Each state has laws that govern when accounts are considered inactive or abandoned, and when we’re required to send a customer’s funds to the state. After a specified period of time determined by the law of the state of your residence, as shown in our records, if we are not able to locate you, we will be required to deliver your Account to the state as abandoned property. You will then need to apply to the state for return of your funds. If your Account is or has been inactive, we may, in our discretion, refuse to honor requests for withdrawals on your Account until after we have verified that you have authorized the withdrawal request.

Reporting to Consumer Reporting Agency; Disputes

We may report information about you or your Account to a consumer reporting agency. If you believe that we have reported inaccurate or incomplete information about your Account to a consumer reporting agency, you have the right to file a dispute with that consumer reporting agency. You may also submit a dispute directly to us by writing to the address on the first page of this Agreement. Provide your name, address and phone number; your Account number; the specific information you are disputing; an explanation of why it is inaccurate or incomplete; and any supporting documentation.

Rules Governing Your Account

We are located in New Jersey. We hold your Account in New Jersey. We enter into this Agreement with you in New Jersey. Except as otherwise provided in the Arbitration section, this Agreement and your Account are subject to applicable federal laws and laws of the State of New Jersey, without regard to internal principles of conflicts of law. Except as otherwise provided in the Arbitration section, if any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. Transactions in your Account are also subject to the ACH Rules, other applicable clearinghouse and Federal Reserve rules and regulations. Changes in these laws may change the terms and conditions of your Account. We will notify you of any changes as required by law. If this Agreement conflicts with any statements made by one of our employees or by a third-party service provider, this Agreement will govern.

Limitation of Liability

You agree that we, our service providers, agents, officers, directors, and employees (and the same of our subsidiaries and affiliates and our subsidiaries and affiliates themselves) (collectively, the Indemnified Parties) will not be liable for anything we do when following your instructions. In addition, the Indemnified Parties will not be liable if any such Indemnified Party doesn’t follow your instructions if we reasonably believe that your instructions would expose us to potential loss or civil or criminal liability, or conflict with customary banking practices. THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF WE FAIL TO STOP PAYMENT ON AN ITEM, OR PAY AN ITEM BEARING AN UNAUTHORIZED SIGNATURE, FORGED SIGNATURE, OR FORGED ENDORSEMENT OR ALTERATION, OUR LIABILITY, IF ANY, WILL BE LIMITED TO THE FACE AMOUNT OF THE ITEM. The foregoing limitation of liability will not apply where expressly prohibited by the laws governing your Account. This Limitation of Liability section will survive termination of your Account.

Indemnification

You agree to indemnify and hold the Indemnified Parties harmless from and against losses arising in connection with the services provided under this Agreement, except for losses arising out of our own gross negligence or willful misconduct. You further agree to hold the Indemnified Parties harmless from losses arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. The Indemnified Parties are not responsible for any actions or omissions by any third party. If you give us instructions that we believe may expose us to potential liability, we may refuse to follow your instructions and we will not be liable to you if we refuse to follow your instructions. If we do choose to follow your instructions, we may ask you for certain protections such as a surety bond or an indemnity agreement in a form that is satisfactory to us. This Indemnification section will survive termination of your Account(s).

Pre-Judgment Interest Rate

If either of us is awarded a judgment against the other in connection with your Account, the rate of interest earned before the judgment on the judgment amount will be the rate of interest your Account earned during that period, if any, unless a different rate is required by applicable state law.

Severability

Any provision of this Agreement that limits the Bank’s liability does not negate the Bank’s duty, if any, under applicable law to act in good faith and with reasonable care. If any provision of this Agreement is determined to limit the Bank’s liability in a way prohibited by applicable law, or to be otherwise unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified.

III. ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW.

  1. The parties to this Agreement agree that either you or any Indemnified Party, or any subsequent assigns of the foregoing, may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (the Arbitration Provision), unless you opt out as provided in section (2) below. As used in this Arbitration Provision, Claim shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and any Indemnified Party and/or any assign of an Indemnified Party (or persons claiming through or connected with an Indemnified Party and/or any assign of an Indemnified Party), on the other hand, relating to or arising out of this Agreement and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of section (6) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

  2. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to Cross River Bank, c/o Upgrade, Inc., 2 N Central Ave, 10th Floor, Phoenix, AZ 85004 (Attn: Arbitration Opt Out), only if received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf.

  3. The party initiating arbitration shall do so with the American Arbitration Association (the AAA) or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

  4. If an Indemnified Party (or any assign) elects arbitration, we or the Indemnified Party (or the assign, as the case may be) shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We or the Indemnified Party (or the assign, as the case may be) shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we or the Indemnified Party (or the assign) pay them and we or the Indemnified Party agrees (or the assign agrees) to do so. Each party to the arbitration shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

  5. Within 30 days of a final award by the arbitrator, any party to the arbitration may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act ( FAA), and may be entered as a judgment in any court of competent jurisdiction.

  6. We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this section (6) and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this section (6) shall be determined exclusively by a court and not by the administrator or any arbitrator.

  7. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

  8. This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties and/or assignee; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of any account or this Agreement to any other person or entity. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in section (6) are finally adjudicated pursuant to the last sentence of section (6) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision. THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

  9. EXCEPTION: Active duty military servicemembers and their dependents are exempt from arbitration to the extent provided for in the Military Lending Act.

Cross River Bank Checking Deposit Account Fee Schedule

Fee Type Fee
Wire Transfer (outgoing) $20 per transfer, after monthly allowance.
Starting on or after February 25, 2026, $20 per transfer
with no monthly allowance.
Instant Transfers via RTP and FedNow payment $2.00-7.50 per transfer, if you do not have Premium. Amount is dependent on the amount of your transfer.
ACH Return $6 per returned inbound ACH transfer initiated from the Upgrade App or Website. To avoid this fee, make sure
you’re transferring money from an account that you are authorized to transact on and that there are
sufficient funds in the Linked External Account.
Inactivity $2.50 per month if your account is inactive *. See below for more information regarding inactivity and how
to avoid this fee.
Premium $9.99 per month. This fee is optional, and only charged if you opt into Premium. See Premium above for more
about how this fee is charged.

*Your Account is considered inactive if there is no activity on any loan or deposit products you have opened through Upgrade for 365 consecutive days and your cumulative balance on your deposit accounts balance is less than $10.00. To avoid this fee, make sure to use your Account by logging into your Account Dashboard, making transactions, or keeping your balance above $10.00. If you have a loan you opened through Upgrade, you can avoid this fee with activity on that loan such as making a payment.

You agree to pay all fees we may charge in connection with your Account and your use of any of our deposit account services. Applicable fees will be deducted from your balance, even if the amount of the fee exceeds the Available Balance in your Account. We may, from time to time, waive a fee. Receiving a fee waiver does not indicate or guarantee you’ll have fees waived in the future.

Cross River Bank Funds Availability Policy

Purpose

The information here describes Cross River Bank’s general policy of holding deposited Items in a deposit account with Cross River Bank (Account) before funds are made available to you. For the purposes of this disclosure, "you"/"your" refer to the Accountholder and "our"/"we"/"us" refers to Cross River Bank. Cross River Bank does not accept all deposit types on all Accounts. For information about what types of deposits are accepted for deposit into your Account serviced by Upgrade, Inc., see your Checking Deposit Account Agreement.

Determining the Availability of Your Deposit

Our policy is to delay the availability of funds from your deposits as detailed below, including, for example, where there is a significant risk of the subsequent reversal of the deposit. During the delay, you may not withdraw the funds and we will not pay transactions from your Account using these funds.

The length of the delay is counted in Business Days from the day of your deposit. Every day is a Business Day except Saturdays, Sundays and federal holidays. Except as otherwise provided below, if you make a deposit before 12:00pm Eastern Time on a Business Day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after 12:00pm Eastern Time or on a day we are not open, we will consider that the deposit was made on the next Business Day we are open.

The length of the delay varies based on the type of deposit and is explained below.

ACH and Wire Transfer Funds Availability

Funds from the following deposits are generally available on the day we receive the deposit (Same-Day Availability):

Deposits by ACH Transfer from Your Linked External Account to Your Account.

For transfers you instruct from an external bank account you own and hold with another financial institution in the U.S. ( Linked External Account) to your Account ( Pull Transfer), if you instruct the Pull Transfer before 12:00pm Eastern Time on a Business Day that we are open, we will consider that day to be the day of your deposit. However, if you instruct the Pull Transfer after 12:00pm Eastern Time or on a day we are not open, we will consider that the deposit was made on the next Business Day we are open. Funds from these deposits will generally be available on the third Business Day after the day of your deposit.

Mobile Check Deposit Funds Availability

Generally. Funds deposited using Mobile Deposit are not subject to the funds availability requirements of Regulation CC. Funds will be made available at our discretion. Funds will typically be made available anywhere between the same day as the Check is submitted or up to the seventh Business Day or more after the day of your deposit. We may determine whether to put a hold on your Check based on the type of Check you are submitting, your account history and activity, your check deposit history and activity, and other risk-based factors. Additionally, your funds may be delayed for unforeseen circumstances, such as an emergency, technological failure, computer failure, or equipment failure.

Notice of Hold or Delay

We will notify you if we delay your ability to withdraw funds for any reason, and we will tell you when the funds will be available. We may not give you notice if your funds are delayed for unforeseen circumstances.

Holds on Other Funds in Another Account

If we accept a check for deposit that is drawn on another financial institution, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us, if any. The funds in the other account would then not be available for withdrawal until the time periods that are described elsewhere in this disclosure for the type of check that you deposited.

Your Responsibility for Deposits

Even if we have made funds available to you and you have withdrawn the funds, you are still responsible for deposits that are returned to us unpaid and for any other problems involving your deposit.

Electronic Funds Transfer Agreement

Electronic Funds Transfers: Your Rights and Responsibilities

This disclosure contains important information about your use of electronic fund transfer ( EFT) services provided by Cross River Bank in relation to your Deposit Account ( Account) provided by the Bank and serviced by Upgrade. Whenever you accept or authorize EFTs to your Account, you agree to these terms and conditions, in addition to any other applicable limitations in the Checking Deposit Account Agreement concerning deposits to and withdrawals from your Account. Please read this document carefully and retain it for future reference.

Types of Available EFTs

Electronic transfers using your Account number

You may authorize a third party to transfer funds to or from your Account by providing your Account number and your routing number. These transfers may use various payment networks and may take various forms, such as:

Upgrade Website and App

You may use the Upgrade website ( Website) or mobile application ( App), including to:

Transfers by ACH, RTP, and FedNow payment

ACH transfers are generally available to all customers. RTP and/or FedNow payment transfers may be made available for transfers from the Account to a Linked External Accounts if the transfer is initiated in Upgrade Website or App, as an alternative to an ACH transfer. ACH, RTP, and FedNow payment transfers between your Account and a Linked External Account are subject to the section titled “Closing or Restricting Your Account” and to the limits described in this “Electronic Funds Transfer Agreement.” Transfers between your Account and a Linked External Account, include ACH, RTP, and FedNow payment transfers and are subject to the same, shared limits.

Whether you are offered the option of RTP, FedNow payment, or ACH transfer depends on several factors including, but not limited to, whether the Linked External Account can receive such transfers and other risk-based factors. Previous access to transfer funds via RTP and/or FedNow payment transfer does not imply or guarantee that you will be able to make such a transfer in the future.

Cutoff Time for ACH

Each request for a fund transfer by ACH will have a date of processing ( Transfer Date) that must be a Business Day. Requests must be received by us by 4:00pm Eastern Time on a Business Day to be initiated on that Business Day. Online transfer requests received by us after 4:00pm Eastern Time or on a day that is not a Business Day generally will be initiated on the next Business Day. If you request a transfer to recur on the last day of the month, you understand and agree that the Transfer Date will be set as the last Business Day of the month, which may be before the last calendar day of the month. If you request a transfer to recur on any other basis and the recurrence falls on a day that is not a Business Day, you understand and agree that the Transfer Date will be set as the next Business Day.

Cutoff Time for RTP and FedNow payment

RTP and FedNow payment transfers are available 24 hours a day, seven days a week, regardless of weekends and holidays. RTP and FedNow payment transfers are generally available for use within 30 seconds of the completion of transfer, subject to the Linked External Account’s funds availability policies.

Transfers using an External Debit Card

At our discretion, you may transfer funds from an external account to your Account by using an external, U.S. Bank issued debit card that is issued to your name (External Debit Card). This option is only available to you if all the accounts you have opened through Upgrade have a zero balance. You must be the named cardholder on the external debit card and account. Transfers are subject to review, delay, and reversal at our and Upgrade’s discretion, such as if we discover that you are not the named cardholder for the External Debit Card. Your use of this feature is subject to review, suspension, or even removal of this feature based. Review the section, Limits on the Type, Frequency or Amount of EFTs, as limit may vary depending on which Account you hold.

Additional Terms

By authorizing any transfer from your Account or a Linked External Account (in such case, the Source Account) by ACH:

Telephone Banking

You may speak with an Upgrade customer service representative to get your Account information, or schedule an electronic funds transfer.

You understand and agree that any access or use of the Upgrade Website or App, including any features made available via the Website and App, are subject to any specific terms and conditions and additional disclosures made available in connection therewith and which you must consent to prior to any such access or use.

Limits on the Type, Frequency or Amount of EFTs

Your Account is an electronic, limited-purpose, limited-function checking account that you have assigned or pledged as Collateral (See “Security Agreement” above). The below table provides your transaction-type limits.

Transaction Type Limit
Funding with an External Debit Card One (1) transaction of up to $500 over the lifetime of the accountholder, at our discretion

Daily limits are 12:00 am ET to 11:59 pm ET. Monthly limits are based on a rolling 30 -day period. You may be eligible for higher limits based on your Account history and use.

Some limits will be provided to you after you enroll in your account, and are available in the Website or App. See Transaction Limits; Linked Funds and Transaction Limits; Restricted Transfers for a description of how these limits work. You can always find your limits in the Upgrade Dashboard through the Website or App.

We may change these frequency and/or dollar limits with notice or without, as required by applicable law. You will not act in a way to subvert or otherwise avoid the frequency and/or dollar limits. We, in our discretion, may reduce your frequency or dollar limits, as well as impose per-transaction limits to protect the security of your Account, or to prevent fraud or financial harm.

Transfer Limits; Linked Funds

We limit the number and dollar amount of transfers you can make to or from a Linked External Account through maximum limits ( Absolute Limits) and special rules that may further limit transfers ( Threshold Limits). These limits will be determined in our sole discretion during your Account approval process based on our requirements, which may include your Account eligibility, transaction history, direct deposit history, direct deposit amounts, and other risk-based factors, and are subject to change with 30 days’ prior notice as required by applicable law. We will notify you when your Account has been approved and will provide you access to your limits in the Upgrade App and Website.

These limits apply to each individual depositor, even if an individual depositor has opened multiple deposit accounts with Us. This means that you are limited to a given number of transfers as an individual, regardless of which account or accounts you transfer funds from. For example, if you transfer funds from your individual checking account, you will reduce the number of transfers you are permitted to effect from your joint account. However, if you hold a joint account with another accountholder, that other accountholder may transfer funds from your joint account without reducing the number of transfers that you are permitted to make from the joint account or any other account that you hold with Us.

You may not exceed either Absolute Limits or Threshold Limits for transfers to or from Linked External Accounts; however for transfers from Linked External Accounts to your Account, we apply Threshold Limits only on the excess of the transfer amount over Net Lifetime Deposits, subject to a daily maximum limit of $100,000 that you are permitted to withdraw to Linked External Accounts. "Net Lifetime Deposits" for a Linked External Account is the aggregate total funds previously transferred by request to Upgrade from that source to any of your deposit account(s) through Upgrade, less any funds that have already been transferred back by request to Upgrade. We may reject and refuse to pay any transaction that would exceed Absolute Limits or Threshold Limits.

Transfer Limits; Restricted Transfers

Any Linked External Account may be subject to a Restricted Transfer limit, which may be lower than the limits disclosed above, and can be as low as $500 over a rolling seven (7) day period. If you link an external account that is subject to Restricted Transfers, you will receive an email describing the limit to you. This limit is subject to change with or without notice to you, as required by applicable law.

Your transfer limits, as well as any limitations are available to you in the App. You can also review the Checking Transfer Limitations help page for more information.

Managing Your Account Balance

You agree that the amount of any EFT you authorize, which will debit your Account, will not exceed the Available Balance in your Account. We do not have to allow any EFT that would create an overdraft in your Account. If we are unable to complete an EFT or perform any other EFT service for any reason associated with your Account, the EFT or other service may not be completed.

Your Rights and Responsibilities

The use of EFT services described in this Agreement creates certain rights and responsibilities regarding these services as described below.

Business Days

For the purposes of these disclosures, our Business Days are every day except Saturdays, Sundays, and federal holidays.

Documentation of Your EFTs

Preauthorized Payments

Your Liability for Unauthorized EFTs

Notify us, through our service provider, Upgrade, IMMEDIATELY if you believe:

Notifying us immediately is the best way to protect your Account. Please refer to our contact details below. Telephoning us through Upgrade is the best way to keep your possible losses down. You could lose all the money in your Account.

If we are notified within 2 Business Days after you learn of the loss or theft of your Access Credentials, you can lose no more than $50 if someone used your Access Credentials or device to access your Account without your permission.

If we ARE NOT notified within 2 Business Days after you learn of the loss or theft, and we can prove we could have stopped someone from using your Access Credentials without your permission if you had told us, you could lose as much as $500.

Also, if your statement shows transfers that you did not make, notify us IMMEDIATELY. If you do not tell us within 60 days after the statement was mailed to you or made available to you electronically, you may not get back any money you lost after the 60 day period if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason, such as a long trip or a hospital stay, kept you from telling us, we may extend the time periods.

If you believe your Access Credentials have been compromised, call us at 844-319-3692 or by writing to us as soon as possible at depositsupport@upgrade.com.

In Case of Errors or Questions about your EFTs. Contact us through Upgrade at 844-319-3692 or at depositsupport@upgrade.com as soon as you can, if you think your statement or receipt is wrong or if you need more information about an EFT listed on the statement or receipt. We must hear from you no later than 60 days after we send the FIRST statement on which the problem or error appeared.

(1) Tell us your name and the last four digits of your Account number, if any.

(2) Describe the error or EFT you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.

(3) Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.

We will determine whether an error occurred within 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 complaint or question. If we decide to do this, we will credit your Account within 10 Business Days for the amount you think is in error, so that you will have 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 10 Business Days, we may not credit your Account.

For errors involving new Accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new Accounts, we may take up to 20 days to credit your Account for the amount you think is in error.

We will tell you the results within 3 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.

Our Liability for Failure to Make a Transfer

If we do not complete an EFT to or from your Account on time or in the correct amount according to the Agreement, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

Confidentiality

We will disclose information to third parties about your Account or the EFTs you make:

(1) Where it is necessary for completing EFTs;

(2) In order to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant;

(3) In order to comply with government agency or court orders; or

(4) If you give us your written permission.

Amendments

We may change any provision of this Electronic Funds Transfer Agreement in our discretion, as permitted by law. If we do, we will give you notice if and to the extent required by applicable law.

Termination

We reserve the right to terminate your use of any or all of our EFT services for any reason and at any time. We will provide you notice before doing so where required by law. You also have the right to terminate your use of the EFT services described in this Agreement at any time by calling us through Upgrade at 844-319-3692 or writing to us at depositsupport@upgrade.com. If you call, we may require you to put your request in writing and get it to us within 10 Business Days after you call. If you terminate your use of our EFT services and you have arranged for automatic (regular) transfers involving third parties, you are required to inform any third parties that the transfers will cease. Any termination of your use of our EFT services, whether initiated by you or us, will not affect any of your or our rights and obligations under this Agreement that have arisen before the effective date of such termination.