17
SECURITY INTEREST IN ACCOUNTS
You grant to us and our aliates, a security interest in all your accounts
with us, and all property in your accounts (including money, certicates
of deposit, securities and other investment property, nancial assets,
etc.), to secure any amount you owe us or our divisions, department,
and aliates, now or in the future. This includes, for example, debts that
now exist and debts that you may incur later, your obligations under
a guaranty, and also includes all fees you owe us or our aliates. For
purposes of this section, “account” includes any account you have with
us or any of our aliates (including, without limitation, agency, custody,
safekeeping, securities, investment, brokerage, and revocable trust
accounts) and “you” includes, without limitation, your revocable trust,
any partnership in which you are a general partner, any prior or successor
entity by way of an entity conversion, and any other series of your series
limited liability company (as applicable). In order to provide us and our
aliates with control over your account and all property in your account
for purposes of perfecting the security interest granted above, you
agree that we shall comply with any and all order, notices, requests and
instructions originated by us or any of our aliates directing disposition
of the funds in your account without any further consent from you, even
if such instructions are contrary to your instructions or demands or result
in our dishonoring items which are presented for payment.
If your account is a joint account, you agree we may consider each joint
owner to have an undivided interest in the entire account, so we may
exercise our security interest against the entire account. We may enforce
our security interest without demand or prior notice to you. You agree,
for purposes of this security interest, that our aliates may comply with
any instructions we give them regarding your accounts held with them,
without further consent. You also agree that we may comply with any
instructions regarding your accounts that we receive from our aliates
pursuant to a security interest they have in your accounts with us. We
will not be liable to you if enforcing our security interest against your
account(s) leaves insucient funds to cover outstanding items or other
obligations.
You agree to hold us harmless from any claim arising as the result of our
security interest in, or enforcement of our security interest against, your
account(s).
SECURITY
It is your responsibility to protect the account numbers, including card
numbers and electronic access devices (e.g., an ATM card, debit card,
username and password or PIN) we provide to you for your account(s).
If you furnish your access device and grant actual authority to make
transfers to another person (a family member, coworker or employee, for
example) who then exceeds that authority, you are liable for the transfers
unless we have been notied that transfers by that person are no longer
authorized.
Your account number can also be used to electronically remove money
from your account. If you provide your account number in response to a
telephone solicitation for the purpose of making a transfer (to purchase
a service or merchandise, for example), payment can be made from
your account even though you did not contact us directly and order the
payment.
You must also take precaution in safeguarding your blank checks.
Notify us at once if you believe your checks have been lost or stolen. As
between you and us, if you are negligent in safeguarding your checks,
you must bear the loss entirely yourself or share the loss with us (we may
have to share some of the loss if we failed to use ordinary care and if we
substantially contributed to the loss).
We reserve the right to place a hold on your account if we suspect
irregular, fraudulent, unlawful or other unauthorized activity involved
with your account. We may attempt to notify you of such a hold, but we
are not required to provide notice prior to placing the hold. You agree
that we may maintain such a hold until all claims against you or us to the
funds held in your account, whether civil or criminal in nature, have been
resolved fully in our sole satisfaction.
RESOLUTION OF DISPUTES BY ARBITRATION
PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS
PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY COVERED
CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR
PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION.
The following provision applies to any claim, cause of action,
proceeding, or any other dispute between you, on the one hand, and
us, our respective parents, subsidiaries, affiliates, agents, employees,
predecessors-in-interest, personal representatives, heirs and/or
successors, and assigns, on the other hand (each a “Claim” as further
defined under the heading “Claims Covered by Arbitration”), including
all questions of law or fact related thereto.
Agreement to Arbitrate: Either you or we may elect in writing, and
without the consent of the other, to arbitrate all Claims covered by
this provision.
Claims Covered By Arbitration: Claims subject to our agreement
to arbitrate shall include all of the following: (1)Claims related to or
arising out of this account Agreement, or any prior or later versions
of this account Agreement as well as any changes to the terms of
this account Agreement; (2) Claims related to or arising out of any
aspect of any relationship between us that is governed by this account
Agreement, whether based in contract, tort, statute, regulation, or any
other legal theory; (3) Claims related to your use of any of the digital
services we make available to you through our website, online banking
platforms, and mobile apps; and (4) Claims that relate to the formation,
construction, scope, applicability, or enforceability of this arbitration
provision. Claims include Claims that arose before we entered into this
account Agreement (such as Claims related to advertising) and after
termination of this account Agreement.
Arbitration: The party initiating arbitration must initiate such arbitration
with the American Arbitration Association (“AAA”). If AAA is for any
reason unable to serve, then the parties may agree to a comparable
substitute organization. If the parties are unable to agree, then a
court of competent jurisdiction shall appoint a comparable substitute
organization.
Small Claims Jurisdiction: If a party’s Claim is within the jurisdiction
of the small claims court where you reside, either party may at any
time choose to take the Claim to that court instead of arbitration.
The party may take the Claim to small claims court without first filing
in arbitration or, after a case is filed in arbitration, a party may send
written notice to the opposing party and the arbitration forum that it
wants the Claim decided by a small claims court. After receiving the
notice, the arbitration forum shall administratively close the case.
Arbitration Procedure: The arbitration shall be decided by a single
neutral arbitrator. Except as modified by this Resolution of Disputes by
Arbitration provision, AAA shall administer arbitration in accordance
with AAA’s Consumer Arbitration Rules. AAA’s Rules may be obtained
from www.adr.org or 800-778-7879 (toll free).
At the time of initiating arbitration, the party seeking to initiate
arbitration must provide the other party with the demand for arbitration
and identify the account holder(s) and account(s) at issue, including
the account number(s), and provide a short and plain statement of the
claims asserted and the relief sought. The parties agree that Federal
Rule of Civil Procedure 11 shall apply to the arbitration proceeding,
including that the claims and relief sought are neither frivolous nor
brought for an improper purpose.
The arbitrator will decide the dispute in accordance with the terms
of our account Agreement and applicable substantive law, including
the Federal Arbitration Act and applicable statutes of limitation.
The arbitrator shall honor claims of privilege recognized at law. The
arbitrator may award damages or other relief (including injunctive
relief) available under applicable law, including relief contemplated
under Federal Rule of Civil Procedure 11. The arbitrator will not have
the authority to award relief to, or against, any person or entity who
is not a party to the arbitration. The arbitrator will take reasonable
steps to protect customer account information and other proprietary
or confidential information. Any arbitration hearing shall take place
in the federal judicial district that includes your home address, unless
you and we agree in writing to a different location or the arbitrator so
orders. If all Claims are for $10,000 or less, you may choose whether
the arbitration will be conducted solely on the basis of documents
submitted to the arbitrator, through a telephonic hearing, or by an in-
person hearing in accordance with AAA’s rules.
At your or our request, the arbitrator will issue a reasoned written
decision sufficient to explain the essential findings and conclusions
on which the award is based. The arbitrator’s award shall be final and
binding, subject to judicial review only to the extent allowed under
the Federal Arbitration Act. You or we may seek to have the award
vacated or confirmed and entered as a judgment in any court having
jurisdiction.
No Class Action or Joinder of Parties: You and we agree that any Claim
brought in arbitration will be brought on an individual basis only. You
and we agree that no class action, private attorney general, or other
representative claims may be pursued in arbitration, nor may such
action be pursued in court if either you or we elect arbitration. Unless
mutually agreed to by you and us, Claims of two or more persons may
not be joined, consolidated, or otherwise brought together in the
same arbitration (unless those persons are joint account owners or
beneficiaries on your account and/or related accounts, or parties to
a single transaction or related transaction). If under applicable law a
claim, remedy or request for relief cannot be compelled to arbitration,
then that claim, remedy or request for relief shall be severed and may
be brought in a court of competent jurisdiction under this Agreement