SOFTWRAP 存款账户协议

1. 账户概览

1.1 如何联系我们

You may contact us with any questions or concerns regarding your Account. All communication between you and us will be handled by the Program Partner. The best way to contact us is through email at help@softwrapbank.com . You may also contact us by live agent chat. Agents are available 24/7, 365 days a year.

1.2 账户类型和资格

The Account is a non-interest-bearing non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. To open an Account, you must be a sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership (collectively, “Business Entity”) within the fifty (50) United States, the District of Columbia, and all U.S. territories. Other eligibility requirements may apply. This Account may only be used for business purposes and cannot be used for any personal, family or household purposes.

We may decline to open an Account for any reason at the sole discretion of the Bank or Program Partner. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.

1.3 在线或移动访问您的帐户

When you open an Account, you will also be enrolled in an online business banking service or mobile application (collectively, “Online Banking Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Banking Services separate from your Account. If you cancel your enrollment in the Online Banking Services at any time, we may close your Account (see Section 3.13 below).

Unless otherwise specified in this Agreement, the Online Banking Services and any of its features are governed by the Program Partner’s Terms of Use, available at https://softwrapbank.com/terms and Privacy Policy, available at https://softwrapbank.com/privacy-policy . Please review these documents carefully because by using the Online Banking Services, you agree to be bound by them. These services are not provided or controlled by the Bank or this Agreement, and you agree not to hold the Bank liable for issues that may arise from your use of the services or features.

1.4 无纸化账户

To open an Account, you must agree to go “paperless.” This means that you must (1) provide us with and continue to maintain a valid email address and (2) accept electronic delivery of all communications that we need or decide to send you in connection with your Account by agreeing to our ESIGN Agreement, available at https://softwrapbank.com/esignagreement .

1.5 授权用户

您可以指定您授权访问您的账户和/或通过您的账户进行交易的其他个人（“授权用户”）。通过建立授权用户，您了解您的授权用户从事的任何与您的账户相关的交易授权、指令或任何其他行动均应被视为经您授权且有效，我们没有义务调查该授权、指令或活动。您还同意，您不会要求我们对根据任何此类授权、指示或活动采取的行动承担责任。我们将继续将您的授权用户采取的所有操作视为您的授权，直到您通过电子邮件 help@softwrapbank.com 通知我们撤销授权用户对您帐户的访问权限。我们还保留以任何理由终止您的授权用户访问帐户的权利，恕不另行通知。

1.6 如何开设账户

You may open an account by visiting the Program Partner’s website, https://softwrapbank.com , and following the instructions.

Any person completing the Account opening process or otherwise completing any Account opening requirements represents and agrees that they:
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- Are fully authorized to execute all documents or otherwise complete our requirements in their stated capacity
- Have furnished all documents or other information necessary to demonstrate that authority
- Will furnish other documents and complete other requirements as we may request them
- Certify that, to the best of his or her knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct

We may refuse to recognize any resolution affecting the Account that appears to us to be incomplete or improperly executed.

有关开设新账户程序的重要信息： To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account. This means that when you open an Account, we will ask for information that allows us to identify you. We may also ask for a driver’s license or other identifying documents for your business, Authorized Users, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.

1.7 最低存款和余额

开设账户没有最低存款要求，也没有账户中需要维持的最低余额。

1.8 利益披露

该账户不计息。该账户不会支付任何利息。

1.9 权限

You agree that we may honor and rely upon the instructions or the execution, delivery and/or negotiation of any check, substitute check, draft, withdrawal order, instruction or similar instrument (collectively, “items”) or document by any of your authorized agents regardless of the necessity or reasonableness of such action, the circumstances of any transactions affected by such action, the amount of the transaction, the source or disposition of any proceeds and regardless of whether the relevant items or documents result in payment to the authorized agent or an individual obligation of the authorized agent or anyone else. “Authorized agents” include Authorized Users and any person who has signed a signature card, who is authorized by this Agreement, any resolution or otherwise to access or use the Account. It also includes any person who has been permitted by you or another authorized agent to act on your behalf in dealing with us.

You agree that you may not deny the authenticity, validity, binding effect and authorization of any action we take in reliance upon the instructions, items or documents provided by an authorized agent unless you have previously revoked such person’s authority to access or use your Account by emailing us at help@softwrapbank.com and we have confirmed our acceptance of your notice.

1.10 授权书和事实代理人

We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act on your behalf for your Account. You must obtain written approval from us before we will honor any power of attorney. Email us at help@softwrapbank.com for approval if you plan to create a power of attorney. Please be aware that it may take up to two weeks for us to review your request. If approved, we will honor orders and instructions from your attorney-in-fact until (1) we receive a written revocation from you; (2) we are notified that you or your attorney-in-fact have died or become incapacitated; or (3) we terminate our acceptance of the power of attorney. We may terminate our acceptance at any time, for any reason and without notice to you, and you agree not to hold us liable for any damages that may result from such action. You also agree to hold us harmless for any actions we take based on the instructions of your attorney-in-fact, including if it is later determined that your power of attorney was invalid or improperly executed.

1.11 死亡或丧失能力

您同意，如果我们收到通知或者我们有理由相信您或任何授权用户已死亡或丧失法律行为能力，我们可以冻结您的帐户并拒绝所有交易，直到我们知道并验证您的继任者的身份。在我们收到通知和任何所需的死亡或丧失行为能力证明之前，我们可能会继续接受存款并处理您账户的交易。您的遗产将负责向我们偿还因向您的遗产支付您的账户余额而产生的任何纳税义务。您同意让我们免受因我们相信您已死亡或丧失行为能力而采取的任何行动的影响。如果来自政府实体的某些付款在您去世后存入您的账户，我们可能需要在收到通知后将这些付款退还给发起人。

1.12 我们与您的关系

通过开设账户，我们将与您建立账户关系，并承诺在与您的交易中秉持诚信行事，并按照弗吉尼亚联邦通过的《统一商法典》的规定，采取平常谨慎的态度。本协议和账户关系不会在您和我们之间建立信托关系或任何其他特殊关系。

1.13 第三方服务提供商

We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”), in connection with your Account. Unit may assist us in processing transactions, handing account operations, and providing technological connection to the Program Partner and the Bank. By using your Account, you license and authorize us to access information maintained by Unit and/or other third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. In particular, you agree that Unit may perform any functions on your Account that we are otherwise authorized to perform and that Unit’s access and use of your information will be governed by the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy .

1.14 保密和我们的隐私政策

Your privacy is very important to us. Under this Agreement, we will only disclose information about your Account or the transactions you make in accordance with our Privacy Policy, available at https://www.mybrb.com/privacy-policy.html . Unit may also disclose information concerning your Account and transactions that it obtains as a third-party service provider in accordance with its Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy . By opening an Account, you agree to both our and Unit’s privacy policies.

In addition, we disclose your information to Unit in order to facilitate the Account and for other ancillary purposes. You agree to Unit’s use of your information in accordance with the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy .

1.15 手机通讯

通过向我们提供您的手机或其他无线设备的电话号码，即表示您明确同意通过该号码接收非营销通信，包括但不限于预先录制的或人工的语音消息呼叫、短信以及由我们以及我们的附属机构和代理商提供的自动拨号器。此同意适用于您现在或将来向我们提供的所有电话号码。您的电话或移动服务提供商可能会向您收取这些通话或消息的费用。您还同意我们可以出于质量控制和培训目的记录或监控任何通信。

1.16 我们的营业日

我们的工作日为周一至周五，不包括联邦假日。

2. 您的账户责任

我们努力确保您的帐户安全，并为您提供工具和服务来帮助您管理帐户。但是，您应该采取一些措施来保护您的帐户和资金。

2.1.如果您的信息发生变化，请通知我们

如果您的公司名称或商号、有权访问您帐户的任何个人或授权用户的姓名、电话号码、邮寄地址、电子邮件地址或您向我们提供的任何其他信息发生变更，您必须立即通知我们，以便我们可以继续向您提供有关您帐户的声明和重要通知。

2.2.跟踪您的交易和可用余额

It is very important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.

You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to Sections 3.11, 4.5, 4.6, and 5.10 for information concerning errors and unauthorized activity.

2.3.保护您的帐户信息

It is very important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number, debit card, ATM card and statements secure at all times, and be careful about who you share this information with. If the Program Partner provides you with access to Online Banking Services, make sure to also keep your computer or mobile device secure at all times and avoid accessing the Online Banking Services when others can see your screen.

If your Account number, debit card, ATM card, mobile device or Online Banking Services login credentials are lost or stolen, notify us immediately to keep your losses to a minimum. Please refer to Section 4.5 for information and applicable deadlines for notifying us of losses or theft.

3. 管理您账户的一般规则

您了解，使用计划合作伙伴向您提供的任何网上银行服务执行的任何付款指令或活动均应被视为经您授权且有效，我们没有义务调查该指令或活动。

3.1.存款到您的账户

您可以使用下述任何方法将资金存入您的账户。我们不会向您收取任何存款费用。

我们不接受邮寄现金存款、纸质支票或外币存款： We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.

现金： We do not accept cash deposits made by mail. If you mail us a cash deposit, we will send the cash back to you.

纸质支票： If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you may have on your Account or send the check back to you.

外币： We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.

We will send all items back to the address we have for you on file and we are not liable if you do not receive the items.

You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.

For more information about deposits and when funds from a deposit will be made available to you, please refer to Section 3.2.

3.2.我们的资金可用性政策

我们的政策是，每个工作日存入您账户的存款均可根据下表提取。工作日结束时称为“存款截止时间”。如果您在我们开放的工作日的截止时间之前进行存款，我们将将该日视为您的存款日。但是，如果您在我们的截止时间之后或在我们不营业的日子进行存款，我们将考虑在我们营业的下一个工作日进行存款。

* 通过移动存款服务进行的存款不受 CC 资金可用性规则的约束。

3.3. ACH 信用交易和 UCC 第 4A 条

Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank.  If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry shall not be deemed to have paid you in the amount of such entry.

Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.

We may accept on your behalf payments to your Account which have been transmitted through one or more Automated Clearing Houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, unless otherwise specified in a separate agreement that the law of some other state shall govern.

3.4.存款可能出现的问题

如果您账户的存款或转账因任何原因被付款金融机构退回或拒绝，或者存款或转账存在错误或失误，我们可能会在不事先通知的情况下扣除存款、转账或错误的金额通知您。如果当时您的账户资金不足，您的账户可能会透支。有关透支的更多信息，请参阅第 3.12 节。

3.5.存款可能出现的问题

您可以将资金从您名下的一个账户转移到我们持有的、由计划合作伙伴管理的您名下的另一个账户（“内部转账”）。您可以进行的内部转账数量没有限制，并且可以立即进行内部转账。

3.6.从您的账户提款

您可以使用以下任何一种方法提取资金，金额上限为您账户中的可用余额。

If you have been issued a debit card or ATM card for your Account, there may also be limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any applicable limitations and other terms.

You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.

Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.

3.7.转入或转出关联银行账户

institution (“linked bank account”) to your Account with us to make inbound and outbound ACH transfers between the linked bank account and your Account through the Online Banking Services. An “inbound transfer” moves funds into your Account from a linked bank account. An “outbound transfer” moves funds from your Account to a linked bank account. We will facilitate transfers to a linked bank account separate and apart from any access we provide you to the ACH Origination Service (see Section 5 below).

For inbound transfers, we will debit your linked bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you by the fifth (5 ^th ) business day after the funds have been credited to your Account.

For outbound transfers, we will debit your Account with us and credit your linked bank account on the next business day after you initiate the transfer. The financial institution that holds your linked bank account determines when those funds will be made available to you in your linked bank account.

The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day.

There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see sections 3.1 and 3.6.

You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You also agree to indemnify and hold us harmless from any claims by any business or person related to the linked bank account, including any other owner of the linked bank account. You may only link a bank account that is a deposit account, such as a checking, savings or money market account.

3.8.禁止非法活动、网络赌博和拒绝交易的权利

您不得将您的帐户用于任何非法目的，或者无论合法还是非法，都不得用于互联网赌博。我们可以自行决定拒绝任何交易或拒绝接受我们认为与非法活动、在线赌博或任何其他原因有关的任何存款。

3.9.我们如何将交易记入您的账户并确定您的可用余额

3.9.1.发帖概述
To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:

Credit and debit – A credit increases your balance and a debit decreases your balance.

Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.

Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.

Card authorization and settlement – When you use a debit card to make a purchase, the transaction occurs in two steps: card authorization and settlement. Card authorizations reduce your Available Balance, but not your ledger balance. Settlement reduces both your Available Balance and your ledger balance. Card authorizations are removed when settlement occurs or after a certain number of days have passed, whichever is sooner. Please see Section 3.9.4 for more information about card authorizations and settlement.
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3.9.2.过帐订单
We receive transactions throughout the day and post them to your Account as they are received and in the order that they are received. Note that for debit card transactions, we consider the transaction received when the merchant requests settlement, which may occur several days after you authorize the transaction. See Section 3.9.4 for additional information concerning how debit card transactions are processed.

We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.
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3.9.3.确定您的可用余额
To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract any card authorizations and pending debits. All transactions are debited or credited from your Available Balance in the order received.

You may check your available balance via Online Banking Services. Keep in mind that your Available Balance may not reflect every transaction you have initiated or previously authorized. For example, your Available Balance may not include transactions you have authorized that we have not received.
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3.9.4.借记卡授权
If you are issued a debit card with your Account, you will be able to use your card to pay for goods or services or conduct other transactions with a merchant. When you engage in a transaction with a merchant using your debit card, the merchant will request preauthorization (“card authorization”) for the transaction. If there are sufficient available funds in your Account, we will approve the request and reduce your Available Balance for as long as the card authorization remains on your Account.

Your Available Balance will generally be reduced by the amount of the card authorization.

The card authorization will remain on your Account until the merchant sends us the final amount of the transaction and requests payment (“settlement”). In most cases, If the merchant does not request settlement, or the merchant is delayed in requesting settlement, the card authorization will automatically be removed after 3 days. However, certain merchants such as hotels may hold for a period of up to 7 days.

It is important to understand that the merchant controls the timing of card authorizations or settlement. A merchant may request settlement after the card authorization has been removed from your Account. This means that if you use the funds in your Account after the card authorization has been removed and the merchant later requests settlement, your Account may become overdrawn. A merchant may also request settlement for an amount that is different than the card authorization. Therefore, it is important that you keep track of your transactions and your balance. Once we have approved a card authorization, we cannot stop the transaction and you will be responsible for repaying any negative balance that may occur.

3.10.声明

如果您的账户未处于闲置状态，我们将定期通过电子邮件和网上银行服务向您提供对账单。如果您的账户在对账单期间有交易，您将每月收到一份对账单。如果您的账户没有交易，我们可能不会向您提供对账单，或者可能会降低向您提供对账单的频率。您不会收到纸质报表。

3.11.您的帐户错误和责任限制

You agree to carefully review your statements and promptly report to us any errors or unauthorized activity by email at help@softwrapbank.com within thirty (30) days after we make the statement available to you. Unless otherwise specified in this Agreement or required by law, if you do not provide us with timely notice of an error or unauthorized activity, we will deem our records concerning your Account to be correct and you agree that we will not be liable to you for any loss you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your Account at any time and without notice to you to correct an error or address unauthorized activity.

In any case, our maximum liability to you will never exceed the amount of actual damages proven by you. Our liability may also be further reduced by the amount of the loss that is caused by your own negligence or lack of care, as well as any recovery of the loss you obtain from third parties. Please refer to Section 4 for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability. There may also be other limitations of liability contained in this Agreement.

3.12.透支、资金不足和负余额

我们不允许您透支您的帐户。如果您账户中的可用余额不足以支付您授权的任何交易，我们可能会退回该交易或拒绝处理该交易。然而，在某些情况下，您的账户仍可能出现负数，例如您存入的存款被退回。您必须立即存款以弥补任何负余额。如果您的帐户负余额持续六十 (60) 个日历日或更长时间，我们可能会关闭您的帐户。

3.13.关闭您的账户和暂停账户

You can close your Account at any time and for any reason by email at help@softwrapbank.com. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.

We may also suspend or close your account at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, or if you otherwise present undue risk to us or Unit. We may also close your Account if you have not made any deposits or withdrawals from your Account in over twelve (12) months. In addition, cancelling your enrollment in the Online Banking Services with the Program Partner will result in our closure of the Account and our return of your funds. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account.

If your Account is closed with a balance greater than $1.00, we will return any funds you may have in the Account to you by ACH transfer to another bank account or by paper check. We reserve the right not to return the funds to you if the balance in your Account is $1.00 or less. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation by you, our limitations of liability, and any terms governing arbitration).

3.14.休眠、不活动和无人认领的财产

State law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period specified under applicable law. Each state has varying laws as to when an account becomes dormant, and we may be required to send the balance in your Account if it becomes dormant to the state of your last known address. We will make reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds by simply conducting transactions, contacting us about your Account or replying to any abandoned property notices we may provide to you.

We may also place your Account in an inactive status if you have not had any transaction for at least six (6) months. If your Account becomes inactive, you may not receive statements or be able to conduct certain transactions. Inactive Accounts must be reactivated. Contact us by email at help@softwrapbank.com to reactivate your Account.

3.15。账户费用和费用表

该账户不收取任何费用。费用可能随时更改。如果法律要求，我们将提前通知您任何变更。

4. 电子资金转账

您的账户允许您提取资金至可用余额或通过电子资金转账（“EFT”）进行存款。电子转帐是通过电子方式处理的交易，包括 ACH 转账、借记卡或 ATM 卡交易以及直接存款等。本节为您提供有关您账户允许的电子转帐的信息以及重要披露和条款。您还可以通过计划合作伙伴提供的在线银行服务获得其他服务，这些服务允许您向您的账户发起或从您的账户发起本协议中未描述的电子转帐。计划合作伙伴将向您提供适用于这些服务的单独协议和披露信息。

4.1.您的账户支持的电子转帐类型

Your Account allows the following types of EFTs:

- Direct deposits from your employer or other source of income
- Transfers to or from your Account to or from a linked bank account (see Section 3.6)
- Transfers to or from your Account to a merchant or other third party by providing the third party with your Account routing number and account number
- Purchases or other transactions using your debit card
- ATM deposits or withdrawals using your debit card or ATM card

4.2.电子转帐的限制

There are limitations on the frequency and number of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.6 concerning withdrawals. For limits that apply to transfers to or from your Account from a linked bank account, please refer to Section 3.7. These security-related limits may change from time to time.

If you have been issued a debit card or ATM card for your Account, there may also be transaction limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any limitations and other terms.

4.3.您的交易记录

We will provide you information about each transaction that debits or credits your Account on your statements. Please refer to Section 3.10 for information about statements. You may also be able to view your transaction history and other information through Online Banking Services provided to you by the Program Partner. You may also contact us by email at help@softwrapbank.com , live agent chat, or by phone at 1-442-264-2765 for information concerning your Account or your transactions.

If you are provided with a debit card or ATM card, you can get receipts at the time you make a withdrawal at an ATM or a purchase at a point-of-sale terminal when using your card.

4.4.预授权转账、停止付款和不同金额的通知

If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a Preauthorized Transfer. You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal.

4.4.1.如何请求停止付款
If you authorize a third party to take payments from your Account on a regular basis through a Preauthorized Transfer, you can place a stop payment on those payments by contacting by email at help@softwrapbank.com at least three (3) business days before the next payment is scheduled to be made.
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You must provide us with (1) your name, (2) your Account number, (3) the company or person taking the payments, and (4) the date and amount of the scheduled payment you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.

4.4.2. Notices of Varying Amounts

If these regular payments vary in amount, the person or company you are paying will tell you ten (10) days before each payment when it will be made and how much it will be. You may be given the option to only get this notice when the payment will differ by more than a certain amount from the previous payment, or when the amount will fall outside certain limits that you set.

4.5.关于您的电子转帐和报告错误或未经授权的电子转帐的问题

You may contact us with questions concerning EFTs that occur on your Account. For questions about card related transactions, contact us at 1-833-333-0417; for all other EFT transactions call us at 1-442-264-2765 or email us at help@softwrapbank.com.
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You may also contact us using those methods to report errors or unauthorized EFTs.  Be sure to contact us immediately if you believe that an error or unauthorized EFT has occurred or may occur concerning your Account, or if your Account, debit card, ATM card or Online Banking Services login credentials have been lost, stolen or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:

- Tell us your name and Account number.
- Describe the error or the 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.
- 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 by email within ten (10) business days.

After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.

4.6。我们对未能完成交易、未经授权的交易或未能停止付款的责任

We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. You agree that in no event will we be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of your loss. You also agree that we will not be liable for any amount of loss that you may incur if you:
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- Do not tell us about an error or unauthorized EFT within thirty (30) days after the first statement showing the error or unauthorized EFT is made available to you; or
- If you do not provide us with the information necessary to place a stop payment on a Preauthorized Transfer in a timely manner.

In addition, we are not liable for any losses you may incur in any of the following circumstances:

- If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
- If the ATM you use does not have enough cash.
- If the failure is due to an equipment or system breakdown, such as a problem with the Online Banking Services provided by the Program Partner, that you knew about before you began a transaction.
- The failure was caused by an Act of God, fire or other catastrophe, or any other cause beyond our control despite reasonable precautions we have taken.
- If your funds are not available due to a hold or if your funds are subject to legal process.
- If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
- If your Account is closed or inactive.
- There may be additional exceptions stated in our or Unit’s agreements with you or permitted by law.

5. 电汇

该账户可能允许通过计划合作伙伴向您提供的网上银行服务进行国内电汇。

5.1.您的账户支持的电汇类型

Your Account may support domestic wire transfers. If wire services are made available to you, your Account will be able to both receive and initiate wire transfers.

We may select any means for the transmission of funds that we consider suitable. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents, and we shall not be liable for any errors, delay, misdelivery, or failure of delivery by any of them unless applicable law says otherwise.

We will not be liable for our inability to perform our obligations under this Agreement when such inability arises out of causes beyond our control, including but not limited to, any act of God, accident, labor disputes, power failures, system failure, equipment malfunction, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake, or the failure of any third party to provide any electronic or telecommunication service used in connection with the execution or cancellation of a wire transfer.

5.2.您的账户支持的电汇类型

您可以在帐户中进行交易的频率和数量受到限制。这些限制对于每种类型的交易都是不同的。有关适用于将资金记入或存入您账户的交易的限制，请参阅第 3.1 节有关存款的内容。有关适用于从您的账户借记或提款的交易的限制，请参阅第 3.6 节有关提款的内容。可以接收您从您的账户发起的电汇的受益人可能会受到限制。这些与安全相关的限制可能会不时发生变化。

5.3.电汇截止时间

We have cut-off hours for processing wire transfers. If a wire request is received by 1:00 PM ET on a Business Day and verified through our security procedures outlined in the section below titled “Security Procedures,” funds will be processed the same business day. If it is received after 1:00 PM ET or on a non-Business Day and verified through our security procedures, funds may be processed the next business day.

We may treat any wire transfer request received at or after our cut-off time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day.

5.4.安全程序

You agree and consent to the use of certain security procedures by us to confirm the validity of the wire transfer request made pursuant to this Agreement. You understand the security procedures are not designed to detect errors in the content of the wire transfer request or to prevent duplicate transfers. Some elements of the procedures will vary, depending upon the method used to initiate a wire transfer. You hereby agree that your utilization of any security procedure established hereunder shall constitute your agreement to its use and affirmative acknowledgment of its commercial reasonableness.

You further agree that any wire transfer request that is acted upon in good faith by us in compliance with these security procedures, whether in fact authorized by you, shall constitute an authorized wire transfer.

5.5.错误电汇的责任

You are responsible for providing us with the accurate name and account number for wire transfers, and we are responsible for transmitting money to the account number you provided.

When you provide us with a name and account number for us to process a wire transfer, we may make payment solely on the basis of the account number, even if the account number identifies a person different from the beneficiary so named. We or an intermediary bank may send a wire transfer to an intermediary bank or beneficiary's/designated recipient's bank based solely on the bank identifying number, even if the payment order indicates a different name. You should be very careful when providing the account number for a wire transfer.

If you have provided us with the wrong account number, there may be no way to correct the error or retrieve the funds. You agree that you will pay the amount of a wire transfer even in such circumstances. You are responsible for any losses resulting from an incorrect account number or your misidentification of the beneficiary/designated recipient.

If you think a wire transfer is wrong or if you need more information about a wire transfer, you must contact us by email at help@softwrapbank.com as soon as possible and no later than fourteen (14) days after you receive your monthly statement. If you don’t tell us about an error, we will not have any obligation to pay interest on the amount of an unauthorized or erroneous wire transfer for which we are liable, and you will also be liable to us for any damages or losses we may incur.

5.6.支付

在我们执行电汇请求之前，您必须向我们支付电汇金额以及任何适用的费用。有关电汇适用的费用，请参阅本协议第 3.15 节。

5.7.执行电汇

A wire transfer request is considered accepted by us when we execute it. Please refer to Section 5.3 concerning cut-off times for more details. You can verify whether your wire transfer request has been executed by email at help@softwrapbank.com , live agent chat, or phone at 1-442-264-2765 .

We have no responsibility to accept any incoming wire transfer(s) for your benefit. Likewise, we have a right to reject any wire transfer request(s) for an outgoing wire transfer for reasons including, but not limited to, insufficient or uncollected funds in the account specified in the wire transfer request, a request that fails any requires security procedures, our inability to execute the wire transfer for the reasons set out in the section of this agreement entitled method used to make the wire transfer above, or if we are unable to verify the authenticity of the wire transfer request. If we stop a domestic outgoing wire transfer, we will refund the fee.

If we determine, in our sole discretion, not to honor, execute, or accept a wire transfer request, we will make reasonable efforts to notify you. We will also make reasonable efforts to notify you promptly if a wire transfer is returned to us after its execution. In either case, we shall have no liability by reason of our delay or failure to provide you with notice, and we shall have no obligation to resend a wire transfer if we complied with the original wire transfer request and such wire transfer was returned to us.

5.8.取消或修改电汇

一旦我们收到电汇请求，可能无法取消或修改。但是，我们可以自行决定采取合理措施对任何取消或修改请求采取行动，前提是我们收到取消或修改请求通知的方法符合我们的安全程序。但如果取消或修改不受影响，我们不承担任何责任。您同意赔偿我们在尝试取消或修改电汇时可能产生的任何及所有责任、索赔、损害、成本和开支，并使我们免受损害。我们对电汇的任何取消或修改均应免除我们对原始电汇请求采取行动的任何义务。

5.9.我们对未能完成电汇的责任

我们仅负责履行本协议明确规定的电汇服务；但是，我们仅对我们在提供此类服务时的重大过失或故意不当行为承担责任。我们不对任何第三方或您或任何第三方的任何作为或不作为负责，包括但不限于我们在执行电汇或执行相关行为时使用的第三方，且此类第三方不得被视为我们的代理人。在任何情况下，我们均不对任何类型的损害负责，包括但不限于直接、间接、惩罚性、特殊、偶然或后果性损害、利润损失、损失或费用，或因电汇服务而产生或与之相关的费用，即使我们已被告知同样的可能性。除非适用法律另有规定，对于未经授权、错误或其他电汇请求，我们对退款或支付给您的任何金额承担利息的最长期限为三十天。

5.10.您对未经授权的电汇的责任

除非法律另有规定，否则您应对因您的疏忽造成的或导致您现任和/或前任授权代表未经授权、欺诈或不诚实行为的任何损失或损害承担责任。此类责任包括现任或前任授权代表进行一笔或多笔电汇或不当使用电话安全程序进行电汇而对您造成损害的情况。

5.11.遵守反洗钱和外汇管制法规以及 OFAC 强制制裁

You agree to observe all Anti-Money Laundering and Exchange Control laws and regulations including economic and trade sanctions promulgated by the Office of Foreign Assets Control of the U.S. Department of Treasury in relation to any wire transfer, and you will use all reasonable endeavors to assist us to do likewise. You agree that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.

Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or certain transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.

If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any wire transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, if and when required by law.

6. 支票存款和移动存款服务

You can only deposit checks into the Account using the mobile deposit capture services (the “MDC Services,” as further described herein) and in accordance with the terms of this Agreement. The MDC Services allow you to make deposits to your Account from a compatible mobile device by scanning or photographing checks and delivering the images and associated deposit information to us or our designated processor. By using the MDC Services, you agree to comply with all applicable laws and regulations and National Automated Clearing House Association (NACHA) rules that apply to remote deposit check capture processing and ACH transaction processing.

As defined in the Check Clearing for the 21st Century Act (“Check 21”), a “check” is a draft, payable on demand and drawn on or payable through or at an office of a bank, whether or not negotiable, that is handled for forward collection or return, including substitute checks (see Section 6.1.1) and travelers checks.

6.1.替代支票和您的权利

Federal rules for Check 21 allow banks to replace original checks with “substitute checks,” as defined in Check 21. Below are the details and your rights related to substitute checks.

6.1.1.替代支票
To make check processing faster, federal law permits banks to replace original checks with “substitute checks.” These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute check states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use a substitute check as proof of payment just like the original check.

Some or all of the checks that you receive back from us may be substitute checks. This notice describes rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks or to electronic debits to your account. However, you have rights under other law with respect to those transactions.

6.2.使用 MDC 服务的资格

Accountholders adhering to all requirements described herein may be eligible to use the MDC Services. Not all Accounts are eligible for the MDC Services. We may terminate your use of the MDC Services at any time at our sole discretion. You may also stop using the MDC Services at any time. However, any images or information transmitted through your use of the MDC Services shall continue to be subject to this Agreement after termination. We may change our eligibility criteria at any time with or without notice to you.

To use the MDC Services, you must 1) have a mobile device w/built-in camera 2) be able to access the Services on iOS, Android or Mobile Web and 3) be enrolled in the Online Banking Service. The MDC Services are not compatible with desktop or laptop computers.

6.3.符合资格的物品

您同意，您通过使用 MDC 服务扫描或捕获并存入（“传输”）到您的帐户的唯一图像将是合格项目。 “合格物品”包括根据联邦储备委员会 CC 法规定义为“支票”或“保付支票”的纸质物品以及本协议未另行禁止的其他纸质物品。您同意，被视为不合格物品的图像（请参阅第 6.4 条）不得传输到您的帐户，并将被我们拒绝。您进一步同意，传输给我们的合格商品的图像将被视为您帐户的弗吉尼亚州统一商法典所采用含义内的“商品”。

6.4.不符合资格的物品

You agree you will not use the MDC Services to scan or deposit images of items that:

- are not payable in United States currency;
- are not drawn on a financial institution located in the United States;
- are payable to someone other than you;
- are money orders, savings bonds, or traveler’s checks;
- are checks authorized over the telephone and created remotely;
- are images of a check that never existed in paper form;
- must be authorized or activated by us prior to being deposited;
- have already been deposited by or returned to you;
- are not legible or do not conform to our standards, as determined in our sole discretion;
- are fraudulent, not authorized, suspicious or not likely to be honored;
- are not dated, are post-dated, or are more than 6 months old when transmitted;
- do not comply with the requirements established from time to time by any applicable statute, regulation, regulatory agency, clearing house or association;
- we deem to be Ineligible Items herein or at any other time, with or without prior notice to you;
- do not comply with the requirements of your Account Agreement; or
- do not meet the Technical Requirements described in Section 6.5).

These items, collectively, are “Ineligible Items” under this Agreement, and they are not eligible for deposit into your Account via the MDC Services.

6.5.图像采集、传输、处理和支付

All images you transmit to us using the MDC Services must comply with the technical requirements we may specify from time to time (the “Technical Requirements”). You are responsible for all expenses you incur to meet the Technical Requirements. We reserve the right to change the Technical Requirements at any time without prior notice.

You are responsible for reviewing and validating the accuracy and completeness of any information you transmit to us, including but not limited to the amount indicated on the item and the legibility of the image transmitted. You will only submit check images that meet our quality standards. You will not transmit an image or images of the same check to us more than once and will not deposit or negotiate, or seek to deposit or negotiate, such check or item with us or any other party.

You shall be solely responsible for ensuring the quality, accuracy and completeness of the images you transmit using the MDC Services. You shall be solely responsible for the selection, use and operation of the mobile device you use to transmit images.

We can attempt to process, collect, present for payment, return or re-present images you attempt to transmit in any way we choose that is allowed by law.

We can also reject any transmission for any reason at our option and without liability. An image shall be deemed received when you receive a confirmation from us that we have received the image. Receipt of such confirmation does not mean that the transmission was an Eligible Item or accepted.

If an image does not meet our requirements, we can also at our option:
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- process the image as received for payment;
- correct the image or its accompanying data and process the corrected image for payment;
- process the deposit for payment in another format as allowed; or
- debit (chargeback) your Account for the amount indicated in the image.

Successfully transmitting an image to us does not mean that your transmission and deposit are complete. All of your images are subject to our further verification prior to being accepted for deposit and payment. Do not destroy the item transmitted as an image until you see the full deposit amount posted when you view your transaction history via the Online Banking Services.

6.6. MDC 服务的限制

您使用 MDC 服务进行交易的频率和金额可能会受到限制。请参阅第 3.1 节有关存款限制的信息，了解适用于您使用 MDC 服务的交易限制。

6.7.您存放的物品和管理原始物品所需的认可

When you transmit an image to us, you will still have possession of the original item. To prevent an additional submission of the item for payment, you are required take the following steps:

- Before you transmit an image to us, you must endorse the original item being captured for transmission by signing the back of the original item and writing the words “For deposit only at Blue Ridge Bank, N.A.” either above or below your signature.
- After you transmit the image to us, you should write the date and the words “Deposited by MDC” on the front of the item and keep the original item in a safe place.

You should not deposit or attempt to cash the item after transmitting the image to us.

6.8。使用 MDC 服务存款的可用性

您承认使用 MDC 服务传输的项目不受 CC 法规中包含的资金可用性规则的约束。使用 MDC 服务存入的资金通常可在您存入资金之日后五 (5) 个工作日内供您提取。有关我们如何确定您存款的日期的信息，请参阅第 6.9 节。我们可能会根据您与我们的关系的长度和范围、交易和体验信息以及我们自行认为相关的其他安全和风险相关因素迟早提供此类资金

6.9。使用MDC服务存款的截止时间

如果您在我们开放的工作日的账户截止时间之前成功将图像传输给我们，我们将把该天视为您的存款日。有关截止时间的信息，请参阅第 3.2 节。在此时间之后或在我们不营业的日子，我们将考虑在我们营业的下一个工作日存入押金。

6.10。错误

您同意立即通知我们有关通过 MDC 服务传输的项目的任何可疑错误，并且在任何情况下都不得晚于向您提供出现错误的第一份账户对账单后六十 (60) 天。除非您在向您提供适用的账户对账单后六十 (60) 天内通知我们错误，否则该对账单上显示的通过 MDC 服务进行的所有存款均应被视为正确，我们没有义务调查任何索赔你所犯的错误。

6.11.退款

We can chargeback your Account or any other deposit account you have with us for the amount of any item, its image or any other representation of an item that is:

- returned to us; or
- is rejected by us for any reason, including when we believe it has been previously submitted or deposited with us or with anyone else.

This is true even if you have made withdrawals against any amount we have credited to your Account for the deposited item that was returned or rejected.

We can also charge fees connected to the chargeback as described in your Account Agreement and any other agreements you have with us.

6.12.费用

If your mobile device is lost or stolen, or if you believe there has been unauthorized activity involving the MDC Services, tell us immediately by emailing help@softwrapbank.com or calling 1-442-264-2765 and promptly change your password.

6.13。安全

You are responsible for protecting your mobile device against unauthorized use as well as any losses and damages from unauthorized access. You will protect your mobile device, set up strong passwords and take other reasonable security precautions to protect your mobile device from unauthorized use. Always keep your passwords secret and remember that neither we nor any of our employees or agents will ever ask for your password. If you receive a communication from anyone requesting that you provide your password, do not respond. We are not responsible or obligated for any of these security precautions. If another person uses the MDC Services with your mobile device, you will be responsible for their actions on the Account as well as anyone else they allow to use your mobile device. This will be true even if you did not want, or agree to, their use.

If your mobile device is lost or stolen, or if you believe there has been unauthorized activity involving the MDC Services, tell us immediately by emailing help@softwrapbank.com or calling 1-442-264-2765 and promptly change your password.

6.14。 MDC 服务中断

由于维护、技术问题或其他原因，MDC 服务有时可能无法使用。如果 MDC 服务不可用，我们不承担任何责任。我们不对您可能遭受的任何技术或其他困难或由此产生的任何损害承担责任。我们保留立即、随时更改、暂停、终止或限制您使用全部或部分 MDC 服务的权利，恕不另行通知。

6.15。所有权和许可

You agree that we retain all ownership and proprietary rights in the MDC Services, associated content, technology, and website(s). Your use of the MDC Services is subject to and conditioned upon your complete compliance with this Agreement. Without limiting the effect of the foregoing, any breach of this Agreement immediately terminates your right to use the MDC Services. Without limiting the restriction of the foregoing, you may not use the MDC Services:

- in any anti-competitive manner;
- for any purpose which would be contrary to our business interests (as deemed by us in our sole discretion); or
- to our actual or potential economic disadvantage in any aspect.

6.16。赔偿和责任限制

You agree to indemnify, defend, and hold us, and any of our services providers responsible for administering the MDC Services, harmless from any losses incurred from (1) your breach of the Agreement, (2) a return of a check deposit made using the MDC Services due to incomplete or incorrect information provided, a closed account, or insufficient funds, and (3) fraudulent activity.

YOU AGREE YOUR USE OF THE MDC SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES, INCLUDING OUR SERVICE PROVIDERS) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL (i) MEET YOUR REQUIREMENTS, (ii) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) PROVIDE ACCURATE OR RELIABLE RESULTS.

You agree that neither we nor any service provider we use to facilitate the MDC Services will be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses resulting from the use or the inability to use the Service incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of the MDC Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof.

6.17。终止

如果您资不抵债或申请破产，我们可以出于任何原因或非原因终止您对 MDC 服务的访问，包括由于您严重违反本协议、您在使用 MDC 服务方面的欺诈行为或疏忽，或者如果管理您使用 MDC 服务的规则发生变化。

6.18。第三方受益人

您承认并同意，任何为您使用 MDC 服务提供便利的第三方服务提供商均是本协议的第三方受益人，并且该第三方服务提供商有权直接向您强制执行本协议规定的义务。

7. 其他法律条款和条件

7.1.没有作业

您的帐户和您在本协议下的义务不可转让，也不可作为贷款或任何其他目的的抵押品。我们可以转让本协议项下的权利。

7.2.影响您帐户的法律程序和索赔

如果我们收到针对您的征税、扣押或其他法律程序（统称为“法律程序”），我们可能会拒绝允许从您的帐户提款或转账，直到法律程序被驳回或满足为止。任何法律程序都将受到我们的抵销权和担保权益的约束。您应对因涉及您的账户的任何争议或法律诉讼而导致我们产生的任何损失、成本或费用负责。如果我们收到针对您账户中资金的索赔，或者如果我们知道或认为您账户中资金的所有权或控制权存在争议，我们可以酌情：(1) 暂停您的帐户并拒绝支付任何资金，直到我们确信争议得到解决； (2) 关闭您的账户并将余额发送给指定账户持有人； (3) 要求法院命令采取行动； (4) 采取我们认为有必要保护我们的任何其他行动。我们不会因您采取任何此类行动而承担任何责任。

7.3.责任限制和免责声明

EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF BLUE RIDGE BANK, N.A. EXCEPT AS REQUIRED BY LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE OR UNIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.

IN ADDITION, EXCEPT AS REQUIRED BY LAW, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY SOFTWRAP TECHNOLOGIES, INC. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.

ALL BANK SERVICES AND ACCOUNT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

7.4.保障

You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
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Equally, you agree to indemnify and hold Unit and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.

7.5。我们的抵销权和担保权益

We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.

If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.

7.6。条款和附加服务的变更

We may change this Agreement, or any fees and features of your Account, at any time by posting an amended Agreement on the Program Partner's website, https://softwrapbank.com , and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and 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. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.

If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.

7.7.不放弃权利

We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.

7.8。冲突和章节标题

If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.

7.9。可分割性

If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.

7.10。适用法律、论坛和时间限制

All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the Commonwealth of Virginia where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Virginia and that you will be subject to such court’s jurisdiction.

Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Virginia law, or another agreement you have with us, provides for a shorter time. If federal or Virginia law requires a longer period than the periods in this Agreement, you agree to the shortest period permitted under the law.

8. 仲裁和弃权

请确保您已仔细阅读本条款并了解其在您与我们之间发生争议时限制您的权利。

8.1.选择仲裁

您、SoftWrap LLC 和银行同意，根据本第 7 条（“仲裁条款”），解决索赔的唯一且排他的仲裁地和补救措施是最终且具有约束力的仲裁。在本仲裁条款中，“索赔”应包括任何过去、现在或未来的索赔、纠纷或争议，一方面涉及您（或通过您提出索赔或与您有关的人），另一方面涉及我们，与本协议有关或由本协议产生的，和/或涉及、导致或由本协议产生的活动或关系，包括本仲裁条款、其任何部分或整个协议的有效性或可执行性。索赔无论是否源于合同，均须接受仲裁；侵权行为（有意或无意）；宪法、法规、普通法或公平原则；或其他方式。索赔包括初始索赔、反索赔、交叉索赔、第三方索赔或其他索赔。请注意，如果您的索赔符合条件，并且只要案件仍在小额索赔法院审理并且仅在个人（非集体、非代表）的基础上提出索赔，您就可以继续在小额索赔法院提出索赔。本仲裁条款的范围应给予可执行的最广泛的解释。

8.2.联邦仲裁法的适用性；仲裁员的权力

本仲裁条款是根据涉及州际商业的交易制定的，应受联邦仲裁法（“FAA”）管辖并根据该法强制执行。仲裁员将适用符合 FAA 和适用时效法规的实体法。仲裁员可以裁定损害赔偿或适用实体法允许的其他类型的救济，但须遵守本仲裁条款规定的限制。仲裁员不受法庭适用的司法程序和证据规则的约束。仲裁员应采取措施合理保护机密信息。

8.3.非正式争议解决

If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at help@softwrapbank.com and provide us with the opportunity to resolve your concern prior to initiating arbitration.

8.4.仲裁程序

The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“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. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800)778-7879 or visit the AAA's web site at: www.adr.org . If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com . 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. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

8.5。仲裁费用

如果我们提起仲裁，我们将支付管理人的所有申请费用和行政费用（听证会费用除外）。如果您提起仲裁，则应根据所选管理人的规则支付申请费和管理费（听证费除外），如果违反管理人的规则，则应根据反补贴法支付。我们将向管理人支付一整天仲裁听证会的听证费。超过一天的听证会费用将由请求听证会的一方支付，除非管理人的规则或适用法律另有要求，或者您要求我们支付费用并且我们同意这样做。除法律另有规定外，各方应承担各自的律师费。如果法规赋予您收回任何这些费用的权利，则这些法定权利应适用于仲裁，无论本协议有何相反规定。

8.6。上诉

在仲裁员做出最终裁决后 30 天内，任何一方均可对该裁决提出上诉，要求由根据仲裁员管理人规则选出的三名仲裁员小组重新审议。如果发生此类上诉，任何反对方均可在收到上诉通知后 30 天内提出交叉上诉。专家组将重新考虑上诉的初始裁决的所有方面。任何上诉的费用和进行均应受本仲裁条款和管理人规则的管辖，与初始仲裁程序相同。个人仲裁员做出的任何不可上诉的裁决以及任何针对上诉的小组裁决均应是最终的且具有约束力的，联邦仲裁法（“FAA”）规定的任何上诉权除外，并且可以作为判决输入任何有管辖权的法院。

8.7.没有集体诉讼

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 (a) 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 (b) 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 7.7, 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 7.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.

8.8。仲裁条款的存续和可分割性

本仲裁条款在本协议终止后继续有效。如果本仲裁条款除第 7.7 条之外的任何部分被视为无效或不可执行，则本仲裁条款的其余部分仍然有效。如果最终司法裁定适用法律排除执行本仲裁条款对特定救济索赔或特定条款的限制，则该索赔（且仅该索赔）或该条款（且仅该术语）必须与仲裁条款，并可提交法庭审理。如果仲裁是在集体、代表或集体基础上提起的，并且第 7.7 条中对此类程序的限制最终根据第 7.7 条最后一句裁定为不可执行，则不得进行仲裁。在任何情况下，任何无效均不得被视为授权仲裁员裁定索赔或作出超出本仲裁条款授权范围的裁决。

8.9。索赔司法论坛

除非适用法律另有要求，如果发现本仲裁条款不适用于您或您的索赔，您和银行同意任何司法程序（小额索赔诉讼除外）将在所在州的联邦或州法院提起。弗吉尼亚联邦。您和银行均同意当地的审判地点和属人管辖权。我们都同意放弃陪审团审判的权利。

8.10。放弃诉讼权利

双方承认，他们有权通过法庭向法官或陪审团提出索赔诉讼，但特此通过同意本协议和仲裁条款而明知并自愿放弃该权利。