The following constitutes your account agreement ("Account Agreement") with Avenu, a division of MainStreet
Bank (the "Bank"," "we," "our," "ours"), governing the banking services that we make available through the
Venu mobile application (the "Services") to you or anyone authorized by you with respect to your Account (as
defined below). The terms "you," "your," or "Customer" refer to the owner of the Account(s) (as defined in
Section 1.3 below) who approves this Agreement. The Account Agreement describes all of your and our rights,
responsibilities and obligations with respect to the Services.
In addition, below the terms of the Account Agreement, you will find (1) terms and conditions that govern
your access to and use of Venu and the Venu Mobile application (the
"Website Terms and Conditions"); and (2) all other applicable fee schedules and disclosures, including, but
not limited to: the Personal Fee Schedule, and all other applicable rate and fee schedules; Funds
Availability Disclosure; all other instructions (including Operating Instructions, as such term is defined
below); the Truth in Savings Disclosures; and the Electronic Funds Transfer Agreement and Disclosure
("EFTA") ("the "Schedules and Disclosures") (together, the Account Agreement, the Website Terms and
Conditions, and of the Schedules and Disclosures are referred to as the "Agreement").
Below, you will find: (1) Definitions common to all parts of the Agreement; (2) the Account Agreement; (3)
the Website Terms and Conditions; and (4) the Schedules and Disclosures.
By selecting the "I Agree" button at the end of this Agreement, or by registering and using any Services,
you agree to the terms and conditions of the Agreement.
In consideration of the mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, you and Bank, intending to be legally bound, do
hereby agree as follows:
1. Definitions
"Access Device" means access equipment, including but not limited to a personal computer or a Mobile Device,
that meets the requirements for use of the Services.
"Access Device System" means all software, hardware, Access Devices or other equipment necessary to access
the Service.
"Account" means the non-interest bearing sub-account designated for you in our omnibus consumer FBO Account,
which contains a record of all your transfers from or to your External Account and of transactions to, from,
and with Participating Merchants.
"Account Access" means your ability to access account and Transaction information on the Account and transfer funds to and from Participating Merchants and your External Account(s).
"Account Balances" means the balances you can see in your account including Available balance and Running balance.
"Available Balance" means the amount of money in your account you can use right now. Your available balance includes settled deposits, withdrawals, purchases, and returns. When Immediate Access Funds are used, your available balance may reflect a negative amount until your pending deposits settle.
"ACH" means Automated Clearing House.
"ACH Services" means the services provided by us through which you may initiate electronic signals for
transfers to and from your External Account through ACH.
"Biometric Logon" means an authentication method to assist in verifying your identity, which may collect or
capture images from your face or fingerprint (image capture), or capture characteristics unique to your
voice (audio recording).
"Business Day(s)" means Monday through Friday during the Bank's hours of operation set forth in Section 10.2
of this Agreement. Federal Holidays are not included. Some online transaction deadlines may vary from this
definition.
"Consumer" means a natural person that is an account owner and who uses the account primarily for personal,
family or household purposes.
"Electronic" means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any
other technology that entails similar capabilities.
"External Account" means a consumer account(s) held by you at other financial institutions within the United
States, which the Bank has verified that you own using one of its service providers.
"External Transfer" or the "External Transfer Service" means the transfer of funds through use of ACH
Services from an External Account to your Account or from your Account to an External Account.
"Holiday(s)" means the Federal Holidays declared by the Federal Reserve System.
"Immediate Access Funds" means the amount of your deposit that may be available to you to make a purchase before your pending deposit settles.
"Merchant Transfer" or "Transfer" means a transfer of funds, initiated through our Services, from the
Account to a Participating Merchant.
"Mobile Device" means an Access Device that is mobile, including but not limited to a mobile phone,
smartphone, tablet, any personal data assistant or other wireless device.
"Multifactor Authentications" means the act of confirming your identity as authentic through multiple
identifying methods. the Bank uses a variety of authentication methods including user-names, passwords,
identification of individual computers, passcodes, challenge questions, and enhanced multifactor
authentication methods, including Biometric Logon.
"Operating Instructions" shall mean any information provided by the Bank to Customer and any information
provided by Customer to the Bank giving instructions for use of the Services. The Operating Instructions,
which may be communicated within the terms and conditions of the Services, by online screen instructions or
other forms of written notice permitted by this Agreement, are made a part hereof.
"Payment Instruction" is the information provided by you to us for a Transfer to be made to a Participating
Merchant (such as, but not limited to, Payee name, Payee account number, and Scheduled Payment Date).
"Password" means the confidential identification consisting of a sequence of characters or numbers or other
code assigned to you by us or selected by you for identification purposes in connection with the use of our
Service.
"Payee" means any Participating Merchant you wish to pay using the Service.
"Payment Order" means an instruction of the Customer to the Bank, transmitted orally, electronically, or in
writing, to cause another bank to pay a fixed or determinable amount of money to the Account if: (a) the
instruction does not state a condition to payment to the Account other than time of payment; and (b) the
instruction is transmitted by the Customer directly to the Bank or to an agent, fund transfer system, or
communication system for transmittal to the Bank.
"Participating Merchant" means merchants participating in the Venu program.
"Running Balance" means the total of all your initiated transactions including funds from a deposit that may not be available to use for purchases or withdrawals. Your Running balance includes deposits, withdrawals, purchases, and returns.
"Transfer Day" means Monday - Friday, until 8:00 p.m., Eastern Time (Standard or Daylight). Federal Holidays
are not included.
"User Name" or "User ID" means the sequence of numbers or characters selected by you as identification and
is required in addition to the Password when logging on to the Service.
"Venu Account Access" means your ability to access account and transaction information on the Account and
transfer funds through the Services.
"Venu Secure Login" (Multifactor Authentication) means the extra security step that identifies an authorized
user as the true authorized user of an account by recognizing not only the authorized user's password but
also the authorized user's Access Device.
Other definitions may be set forth elsewhere in this Agreement.
2. Account Agreement
Article I In General.
I.1 Purpose
By creating an account with us and using the Venu Mobile Application (the "App"), you are able to transfer funds to your Venu Account from any linked bank account, and then use those funds to pay for purchases at pre-approved Participating Merchants who also have an account with us, including cannabis merchants.
I.2 Setup
(a) The Bank, in its sole discretion, may not permit Customer to use the Services until the Bank has
determined that Customer has accepted or executed the applicable documentation and otherwise provided
appropriate information and specifications for the use of the Services, and until the Bank has had a
reasonable opportunity to receive and review your account application, related Customer information, and
activate the Service. Customer agrees that the use by Customer of any Service or submission of an Account
application shall, without any further action or execution or acceptance of any documentation on the part of
Customer, constitute Customer's acceptance of and agreement to the Account Agreement.
(b) A Venu Account is not intended for business use. Instead, the Account is for personal use only.
(c) To register, open, use, upgrade, or switch an Account, we may require that you submit certain
information about yourself, including but not limited to your legal name, email address, text-enabled mobile
phone number, street address, zip code, date of birth, social security number, a government issued form of
identification, and information you subsequently add or update ("Account Information"). You represent and
warrant that all Account Information you provide us to register, open, use, upgrade, or switch an Account,
is true and accurate, and you agree to keep all Account Information current.
(d) You hereby authorize the Bank, directly or through the Bank's use of third parties, to make any
inquiries we consider necessary to validate your identity or authenticate your identity and Account
Information. This may include asking you for further information or documentation about your Account usage
or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or
financial instruments, or verifying your information against third party databases or through other sources.
(e) Some Services may be available only if you provide us with certain information about you and we are able
to verify your identity. We verify your identity to ensure our compliance with statutes governing financial
institutions. Accordingly, your failure to provide any requested information may result in the Bank being
unable to provide you access to the Services. In connection with your use of the Service, you may not refuse
to (a) cooperate in an investigation concerning activity that potentially violates the law or this
Agreement, (b) provide confirmation of your identity, or (c) provide confirmation of any information you
provide us. If you decline to provide us with the information that we request or if we cannot verify your
identity to our satisfaction (in our sole judgment and discretion) for any reason, we may restrict your use
of certain Services. In addition, we reserve the right to change the account type or suspend or terminate
the Account or access to certain Services of anyone who provides inaccurate, untrue, or incomplete
information.
I.3 External Account Linking and Funding.
(a) To transfer funds to or from an External Account, you must first link that External Account to your
Account. To do so, you will be directed to Finicity Corporation or another of our service providers (each, a
"service provider"), which we use to verify that you own the External Account. While utilizing these service
providers' platforms or software, you may be subject to these service providers' terms and conditions. In
addition, the Bank may also use these service providers to confirm the availability of funds at your
External Account(s).
(b) After you have successfully linked your External Account, you can initiate an External Transfer from
your External Account to your Account. This External Account will be used to transmit funds to your Account
via ACH.
I.4 Account
(a) Once transferred to the Account, your funds will be held in a bank account at the Bank..
(b) The Federal Deposit Insurance Corporation ("FDIC") insures eligible deposits (up to $250,000) in the
event the bank holding the funds fails. If you have multiple Accounts, and/or multiple other accounts at the
Bank, they are included under the same insurance coverage.
I.5 Transactions with Participating Merchants
(a) Once you have loaded funds into your Account, you may use any available funds to make purchases of goods
or services from certain merchants that have also been approved by the Bank (each, a "Transaction" or
"Merchant Transaction"). To complete a Transaction with the Participating Merchants, you will need to use
the Venu App, which will provide the Participating Merchants the ability to obtain payment from the
available funds in your Account.
(b) Your ability to complete Transactions with Participating Merchants may be subject to other rules,
restrictions, and requirements. Although you may use your Account to complete Merchant Transactions,
including transactions with cannabis merchants, we do not participate in the cultivation, manufacturing,
packing, labeling, testing, selling, or delivering of cannabis. It is the Participating Merchant's sole
responsibility to offer its products and services in a legal and compliant manner. Marijuana is considered a
Schedule 1 drug under the United States Controlled Substances Act. Under federal law, manufacturing,
distributing, dispensing, or possession of marijuana is illegal and individuals are subject to arrest and/or
prosecution for doing so. Similarly, various state laws restrict manufacturing, distributing, dispensing, or
possession of marijuana. You acknowledge it is the Participating Merchant's and your responsibility to
comply with all these laws. You assume full responsibility for complying with all applicable laws.
(c) Your potential liability for erroneous, disputed, unauthorized, and other Transactions is addressed
elsewhere in this Agreement. However, Participating Merchants may also have return or refund policies that
apply to you. We have no role in or responsibility for Participating Merchants' policies.
I.6 Withdrawal of Funds
Should you wish to withdraw funds in your Account, you may transfer any available funds in your Account via ACH back to an External Account that has been successfully linked to your Account. You cannot transfer funds to any other account or recipient.
I.7 Ownership
The named Customer in an individual Account owns the Account and may withdraw all or some of the Account consistent with the terms of this Agreement. On the death of the Customer, ownership passes as part of the Customer's estate.
I.8 Assignments
We may assign or transfer any or all of our interest in this Account. You cannot assign or transfer any interest in your Account unless we agree in writing.
Article II Eligibility, Security Procedures, and Access.
II.1 Eligibility
To have access to the Services you must be an authorized user of the Services and have completed your Account setup, described in Section 1.2. You must: (i) be at least 18 years of age; (ii) be a citizen or lawful permanent resident of the United States; (iii) have a U.S. physical address; and (iv) have a valid Social Security Number. Any person with your Access Code (defined below), acting alone, will be authorized to access the Account via the Service. The Services are not intended for persons under the age of eighteen (18). We do not knowingly collect information from children under eighteen (18) and we specifically prohibit children under eighteen (18) from using the Services or the Venu App.
II.2 Account Credentials
You must designate a User Name and Password which will be required to gain access to the Services. Prior to your first use of the Services, you will be required to create a unique User Name and Password and will require you to use a Biometric Logon (the User Name and Password and Biometric Logon collectively are referred to as the "Access Code(s)"), required to gain access to the Service. We require that your Password be comprised of letters, numbers, and special characters and recommend that it not be easily associated with your personal information, such as your address, date of birth, or anniversary.
II.3 Security Procedure
The use of the Access Code(s), your Access Device, Biometric Logon, Security Devices (as defined below), and
any other procedures that the Bank directs you to use in the Agreement or the Operating Instructions are
security procedures established by the Bank to authenticate the identity of the person attempting to gain
access to the Service (collectively, the "Security Procedures"). The Security Procedures are not designed
for the detection of errors. We may require you to change your Access Code from time to time for security
reasons. You should keep your Access Code in a secure location. Any person having access to your Access Code
or your Biometric Logon will be able to access these Services and perform all transactions, including
reviewing Account information and the Service. You are responsible for safeguarding the Access Codes,
Biometric Logon and your Access Device. Providing these Access Codes to another person or allowing them to
use your Access Device while your Access Codes or Biometric Logon is active effectively constitutes a grant
of authority to access your Account.
(a) You agree to comply with the Security Procedures. You further acknowledge and agree that the Security
Procedures, including (without limitation) any Access Code, user identification technology, token,
certificate, layered security, or other element, means, or method of authentication or identification used
in connection with a Security Procedure (collectively "Security Devices"), constitute commercially
reasonable security procedures under applicable law for the initiation of the Services you utilize,
including without limitation, transfers and access to confidential information. You authorize us to follow
any and all instructions entered and transactions initiated using applicable Security Procedures unless and
until you have notified us, according to notification procedures prescribed by us, that the Security
Procedures or any Security Device have been stolen, compromised, or otherwise become known to persons other
than you or your representative(s) and until we have had a reasonable opportunity to act upon such notice.
You agree that the initiation of a transaction or instructions using applicable Security Procedures
constitutes sufficient authorization for the Bank to execute such transaction or instruction notwithstanding
any particular designation by you of authorized persons or signature requirements identified on any
signature card or other documents relating to the Agreement or your Account maintained with the Bank, and
you agree and intend that the submission of transactions and instructions using the Security Procedures
shall be considered the same as your authorized written signature in authorizing us to execute such
transaction or instruction. You acknowledge and agree that you shall be bound by any and all transactions
initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and
all transactions and activity otherwise initiated by you, to the fullest extent allowed by law. You further
acknowledge and agree that the Security Procedures are not designed to detect error in the transmission or
content of communications or transactions initiated by you and that you bear the sole responsibility for
detecting and preventing such error.
(b) You agree to keep all Security Procedures and Security Devices protected, secure, and strictly
confidential and to provide or make available the same only to your authorized representative(s). You agree
not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Where you
have the ability to change or modify a Security Device from time to time (e.g., a password or User Name),
you agree to change Security Devices frequently in order to ensure the security of the Security Device. You
agree to notify us immediately, according to notification procedures prescribed by us, if you believe that
any Security Procedures or Security Devices have been stolen, compromised, or otherwise become known to
persons other than you or your authorized representative(s) or if you believe that any transaction or
activity is unauthorized or in error. In the event of any actual or threatened breach of security, we may
issue you a new Access Code, Security Device or establish new Security Procedures as soon as reasonably
practicable, but we shall not be liable to you or any third party for any delay in taking such actions.
(c) We reserve the right to modify, amend, supplement, or cancel the Security Procedures, and/or to cancel
or replace any Security Devices, at any time and from time to time in our discretion. We will endeavor to
give you reasonable notice of any change in Security Procedures; provided that we may make any change in
Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change
to be necessary or desirable to protect the security of our systems and assets. Your implementation and use
of any changed Security Procedures after any change in Security Procedures shall constitute your agreement
to the change and your agreement that the applicable Security Procedures, as changed, are commercially
reasonable and adequate for the purposes intended.
(d) Certain Security Procedures may involve the collection of your biometric information. To use or continue
using your Account, therefore, you will need to review and acknowledge your consent to the BIPA Disclosure
contained in this Agreement.
(e) Certain Security Procedures may be provided, in whole or in part, by certain of the Bank's service
providers. Again, you must agree to comply with any and all of the servicer providers' terms, policies,
and/or requirements
II.4 Access
The Services are generally accessible twenty-four (24) hours a day, seven (7) days a week, except that Services may be inaccessible for a reasonable period on a daily basis for system maintenance. We are not liable under the Agreement or any applicable agreement for failure to provide access due to a system failure or due to other unforeseen acts. We may modify, suspend, or terminate access to the Services at any time and for any reason without notice or refund of fees you have paid. You agree to gain access to the Services and to use the Services in accordance with the Operating Instructions provided to you by us.
II.5 Changes to Services and Terms and Conditions
The Bank may change the terms and conditions of this Agreement or any applicable agreement from time to time to conform with changes or advancements in our Services, or as required by law or regulation. All such changes will be made according to the procedures outlined in this Agreement. Use of the Services after the effective date of such changes will constitute your consent to the changes.
II.6 Access Device Equipment and Internet Services
You are responsible for obtaining, installing, maintaining, and operating all Access Devices necessary for you to access and use the Services. This responsibility includes, without limitation, your utilizing up to date Access Devices and the best commercially available encryption, antivirus, anti-spyware, and Internet security software. You are additionally responsible for obtaining Internet service via an Internet service provider of your choice, for any and all fees imposed by such Internet service provider, and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet and you hereby expressly assume such risk, including, but not limited to those we may disclose in our educational materials. You acknowledge that you are responsible for data security of the Access Devices used to access the Services, and for the transmission and receipt of information using such Access Device System. You acknowledge that you have requested the Services for your convenience, have made your own independent assessment of the adequacy of the Internet and Access Device and that you are satisfied with that assessment. Bank shall have no responsibility for failures, interruption, or other defects in the Services which arise from the malfunction or failure of the Internet or your Access Device nor are we responsible for notifying you of any upgrades, fixes, or enhancements to, or for providing technical or other support for your Access Device. The Bank may add to, modify, or replace software programs used in conjunction with providing the Services under this Agreement at its sole discretion and without notice, provided Services rendered to you are not substantially negatively affected or obligations altered.
Article III Account Services.
III.1 Available Services
Customers may use the Services and Venu App to, among other things:
(a) Make transfers from your Account to an account of a Participating Merchant.
(b) Obtain Account Balances.
(c) Verify and link External Accounts to the Account.
(d) Review recent Transactions on your Account. Transaction histories are available for up to 24 months.
(e) Make External Transfers to and from the Account.
(f) Perform administrative and other activities related to your Account, such as viewing or otherwise
accessing Account statements, disputing Merchant Transactions, and contacting the Bank's customer support.
These activities are limited to the extent noted herein and in the Agreement.
III.2 Statements
(a) We will provide you with a periodic statement showing the Account activity. You must exercise reasonable
care in reviewing your statement and reasonable promptness in notifying us of any discrepancies or concerns.
If you fail to notify us of any discrepancies, with reasonable promptness, your right to assert such
discrepancies will be barred or limited to the extent permitted by law. Additionally, you agree that we will
not be liable for discrepancies reported to us more than sixty days after you received the statement or the
date on which the statement was made available to you.
(b) All statements will be provided by electronic means. Specifically, you will have access to statements
when you access your Account. If you do not wish to receive electronic statements, you should contact us. We
reserve the right, however, to close any account should you decline or refuse to receive electronic
statements. In the event that we, in our sole discretion, agree to disseminate statements by other means,
the Bank reserves the right to assess or charge additional fees to compensate it for the associated costs.
III.3 Additional Services
Additional services may be included in an update to this Agreement or in other separate agreements to notify you of the existence of any new services. Information about new services may be obtained from our website at www.venu.bank/app . By using these services when they become available, you agree to be bound by the terms and conditions contained in this Agreement or separate agreements covering these services.
III.4 Restrictions; Limits
In most cases you may use the Services to gain access to the Account to make Funds Transfers to Participating Merchants. However, the Bank, as it may determine at any time and from time to time in its sole discretion, may deny access to its Services, restrict Transactions, or place limits on the specific dollar amount of Funds Transfers or External Transfers. FOR EXAMPLE, YOU ARE LIMITED TO TWO HUNDRED FIFTY DOLLARS ($250) OF FUNDS TRANSFERS WEEKLY.
III.5 Fund Transfers
The following terms and conditions are also applicable to Funds Transfers.
(a) Funds Availability Disclosure. Up to one hundred dollars ($100) of any Funds Transfer conducted via ACH to your Venu Account will be available as Immediate Access Funds to use for purchases with your Venu App. For example if you transfer $250 dollars via Funds Transfer to your Venu Account, only $100 will be available for use with your The remaining funds not made available immediately will be available by the end of the 2nd business day after the Funds Transfer. Even where we have made funds available, however, you are still responsible for returns, disputes, and other issues with any Funds Transfers. Additional limits and restrictions may apply.
(b) Funds Transfers are available through the Venu App only. The Venu App allows you to view transaction
history, view Account Balances, conduct Funds Transfers to Participating Merchants, and view alerts. It is
solely your responsibility to download and install the Venu App. We do not guarantee the functionality of
the Services on all Mobile Devices; however, generally, the Services should be compatible with any
web-enabled mobile phone or other Mobile Device, regardless of make, model, or mobile service provider. The
Bank is not responsible for any errors or failures from any malfunction of your Mobile Device or any
malicious software or other problems related to the Mobile Device to access your Account. We are not
responsible for any error, damages or other loss you may suffer due to malfunction or misapplication of any
system you use, including your mobile browser (Internet Explorer Mobile®, Safari®, Opera Mini™/Opera Mobile™
or otherwise), your mobile service provider, your personal financial management or other software (such as
Quicken® or Microsoft Money®), or any equipment you may use to access or communicate with the Venu App.
(c) The Bank has no responsibility to notify you of any changes to or new releases for the Venu App and the
Bank shall have no liability for any claims or damages arising from or relating to your failure to download
and install any required update to the Venu App, either initially or in connection with any upgrade to the
Venu Application. You agree that the Venu App is licensed, not sold, solely for your use in accessing the
Services, and is licensed to you "AS IS" without any warranty.
(d) Processing Funds Transfers. We can process a Funds Transfer on a Transfer Day. If you initiate a Funds
Transfer after the cutoff time, the Transfer will be reflected in your Account funds available for your use
at the time the Transfer is initiated, but it will be processed the following Business Day. You are fully
obligated to us to provide sufficient funds for any Funds Transfers you make or authorize to be made. If we
complete a Funds Transfer that you make or authorize and we subsequently learn that you have insufficient
funds for the Transaction, you agree that we may reverse the Transaction or offset the shortage with funds
from any other deposit account(s) you have with us to the extent permissible by the applicable law and the
terms of any other relevant agreements. If there are insufficient funds in your Account to make an External
Transfer from your External Account to your Account, we may refuse to make the Funds Transfer.
(e) Canceling Funds Transfers or Payments. You may not cancel a pending External Transfer.
(f) Confirmation. Upon initiating an External Transfer, we will send you an in-app message confirming that you initiated the External Transfer. For External Transfers from an External Account to your Account, we will also send you an in-app message once the funds have settled to the Bank's account, at which point those funds will be reflected in your Available Balance. Upon completion of a Funds Transfer, a confirmation message will be displayed on your Mobile Device confirming that the Transaction has been completed.
(g) Export Control and International Use. The United States controls the export of products and information
containing encryption ("Controlled Technology"). You agree to comply with such restrictions and not to
export or re-export any Controlled Technology within the Services to countries or persons prohibited under
the Export Administration Regulations ("EAR"). By downloading any products or information from our Services,
you are agreeing that you are not in a country where such export is prohibited and that you are not a person
or entity to which such export is prohibited. You are responsible for compliance with the laws of your local
jurisdiction regarding the import, export, or re-export of any products or information subject to the EAR.
We do not make any representation that any content or use of the Service is appropriate or available for use
in locations outside of the United States. Accessing the Service from locations where its contents or use is
illegal is prohibited by the Bank. Those choosing to access the Services from locations outside the United
States do so at their own risk and are responsible for compliance with local laws. For the avoidance of
doubt, Merchant Transactions are not possible and may not be completed outside of the United States. You may
be able to access your Account outside of the United States.
(h) Proprietary Rights. Other than your materials and account information, all content received on the Venu
App is the exclusive property of the Bank and/or its licensors and is protected by copyrights or other
intellectual property rights.
(i) Your Mobile Device and Your Software. We will not be responsible for any errors or failures from any
malfunction of your Mobile Device or any malicious software or other problems related to the Mobile Device
used with our Services. We are not responsible for any error, damages, or other loss you may suffer due to
malfunction or misapplication of any system you use, including your mobile browser (Internet Explorer
Mobile®, Safari®, Opera Mini™/Opera Mobile™ or otherwise), your mobile service provider, your personal
financial management or other software (such as Quicken® or Microsoft Money®), or any equipment you may use
to access or communicate with the Venu App.
(j) Area of Service. The Services described in this Agreement are solely offered to residents of the United
States of America.
(k) Program Revisions. We may, from time to time, revise or update, or perform maintenance upon, our
program, the Services, and/or related material, resulting in interrupted service or errors in the Services
or rendering prior versions obsolete. We also may need to change the scope of our Services from time to
time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that
such notice will be provided. We reserve the right to terminate this Agreement as to all prior versions of
our programs, the Services, and/or related material and limit access to our more recent versions and
updates. Use of the Services after the effective date of any such revisions, updates, and/or changes will
constitute your consent to the same.
(l) THE BANK DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THE VENU APP OR THE SERVICES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS. You release the Bank, its Third-Party Providers, affiliates, and all other parties from
all claims, losses, or damages of any kind or nature that may arise from or relate to your use of Venu App or
our Services.
III.6 External Transfer Service
(a) You can transfer funds to an eligible Account from an External Account or from your Account to an
verified External Account as determined in our sole discretion, only through an External Transfer. Please
note that we may add to, modify, or delete any feature of the External Transfer Service from time to time in
our sole discretion.
(b) By making an External Transfer, you represent that you are the legal owner of the External Account(s)
involved in the External Transfer.
(c) You authorize us to validate the External Account. We may verify External Accounts by (a) requiring the
entry of information you ordinarily use to access the External Account provider's website, (b) requiring you
to submit proof of ownership of the External Account, or (c) any other commercially reasonable method for
validating the External Account determined in the Bank's sole discretion.
(d) You acknowledge and agree that the Bank may utilize the ACH network and you agree to be bound by the
National Automated Clearing House Association rules (the "Rules") for any such External Transfer-both
External Transfers to and from your Account.
(e) By initiating an External Transfer from an External Account, you hereby authorize the Bank to credit
your Account in accordance with the External Transfer made by you through the Venu App.
(f) By initiating an External Transfer to an External Account, you hereby authorize the Bank to debit your
Account in accordance with the External Transfer made by you through the Venu App.
(g) In addition to the NACHA Rules, this Account Agreement is subject to Article 4A of the Uniform
Commercial Code - Funds Transfers as adopted in the state of Virginia.
(h) You are responsible for all charges associated with your External Account(s). Please refer to your terms
and conditions for your External Accounts regarding limitations, restrictions, and/or applicable fees.
Additionally, you may verify that any External Transfer has been processed by signing into or using the Venu
App on the business day following the External Transfer.
(i) External Transfers made from your External Account(s) may not exceed the lesser of the available balance
in your External Account or the daily or monthly limits set out below. When you schedule an External
Transfer, you authorize the Bank to order your other financial institution to withdraw the funds from your
External Account(s) and transfer the funds to your Account. You agree that you will instruct the Bank and
your other financial institution to make a withdrawal only when a sufficient available balance is in your
External Account(s) at the time of withdrawal. If you do not have a sufficient available balance in your
External Account, we may refuse to complete the External Transfer.
(j) If any External Transfer from an External Account is rejected or returned, you authorize us to collect a
fee. If funds are not available from any of your accounts with the Bank, you agree to promptly reimburse us
for the amount of the fee, as well any other applicable service fees, accrued interest, collection fees,
and/or legal fees. Please refer to the Bank's Common Fee Schedule for fee details.
III.7 Additional Information Pertaining to All Services
(a) Electronic Communications and Notifications.
(1) E-Mails. The Bank will not immediately receive e-mail that you send. Therefore, you should not rely on
e-mail if you need to communicate to the Bank immediately. For example, if you need to report a lost or
stolen Access Code, or to report an unauthorized transaction from your Account, you should contact the Bank
immediately by calling the number provided in this Agreement. The Bank will not take actions based on your
e-mail requests until the Bank actually receives your message and has a reasonable opportunity to act.
(2) Notifications. You may communicate with us using the "General Support Request" feature offered as part
of the Venu App. We may post messages for you using the "Notifications" feature of our Venu App. We may also
use e-mail to notify you. You agree to review all messages. You agree to keep your e-mail address up to
date. You will be deemed to have "received" the message upon receipt and opening of the message, or by the
next Business Day after we provide notification via the Venu App and send you a message, whichever is
earlier. Nothing in this provision impacts your rights under Regulation E (Reg E) or is meant to contravene
the rights outlined in your Reg E notice.
(3) We may not immediately receive messages that you send and we will not take action based on any requests
until we actually receive your message and have had a reasonable opportunity to act. Therefore, you should
not rely on secure messaging if you need our immediate attention. In such cases, you should contact the Bank
immediately by calling the number provided in the Agreement. For example, if you need to report an
unauthorized transaction from your Account, you should call us to ensure prompt action on your request. You
are responsible for notifying us of any address or name changes, death of an Account holder, or other
information affecting your Account. Notices must be in a form and manner acceptable to us with enough
information to allow us to identify the Account. Notice sent by you to us is not effective until we have
received it and have had a reasonable opportunity to act upon it.
Article IV Limitations.
Your use of these Services is subject to the following limitations:
IV.1 Dollar Amount
There is a limit on the dollar amount of the Transactions or Funds Transfers you can make using the Service. You are subject to a daily purchase limit or Funds Transfer Limit of no more than 5 Funds Transfers per day, or an aggregate Funds Transfer of up to $1000. You are limited to 25 Funds Transfers per month, or a total monthly aggregate Funds Transfer limit of up to $5000. Security reasons limit the dollar amount of Transactions and these limits are subject to change from time to time. External Transfers and Funds Transfers can only be made with U.S. currency.
IV.2 External Transfers to an External Account
You may only make an External Transfer to an External Account for which you have been verified as the owner and which has been linked to your Account. You can only transfer funds available in your Account.
IV.3 Foreign Transactions
No External Transfers or Funds Transfers may be made to payees outside the United States.
IV.4 Additional Limitations
Additional limitations may be contained elsewhere in this Agreement. Your ability to initiate Transactions may also be limited by the terms of other agreements you have with the Bank or by applicable law.
Article V Parties' Responsibilities.
V.1 Your Responsibility
(a) Legal Effect. You acknowledge that it is your sole responsibility to determine the full legal effect of
opening and maintaining the Account. We have not set forth all laws that may impact your Account. For
example, there are conditions that may need to be satisfied before transferring Accounts due to death or
other events as well as reductions to an Account required or permitted by law. You must determine whether
the Account you select is appropriate for your current and future needs. Except as required by law, we
assume no legal responsibility to inform you as to the effect of your Account choice on your legal
interests.
(b) Physical and Electronic Security.
(1) 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. We are
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. Any material
downloaded or otherwise obtained is obtained at your own discretion and risk, and the Bank is not
responsible for any damage to your computer or operating systems or for loss of data that results from the
download of any such material, whether due to any computer virus or otherwise. You are solely responsible
for maintaining and applying anti-virus software, security patches, firewalls, and other security measures
with respect to your operating systems, and for protecting, securing, and backing up any data and
information stored in or on your operating systems. The Bank is not responsible for any errors or failures
resulting from defects in or malfunctions of any software installed on your operating systems.
(2) You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against
e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred
to as "phishing" or "pharming"). You acknowledge that the Bank will never contact you by e-mail in order to
ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information, and
will never provide links to websites in e-mails that the Bank transmits to you. In the event you receive an
e-mail or other electronic communication that you believe, or have reason to believe, is fraudulent, you
agree that you shall not respond to the e-mail, provide any information to the e-mail sender, click on any
links in the e-mail, or otherwise comply with any instructions in the e-mail. You should notify us
immediately of any such e-mail or other electronic communication by calling us at the telephone number for
the Bank set forth in this Agreement. To the extent allowed by law, you agree that the Bank is not
responsible for any losses, injuries, or harm incurred by you as a result of any electronic, e-mail, or
internet fraud.
(3) In the event of a breach of the Security Procedure, you agree to assist the Bank in determining the
manner and source of the breach. Such assistance shall include, but shall not be limited to, providing the
Bank or the Bank's agent access to your hard drive, storage media and devices, systems, and any other
equipment or device that was used in breach of the Security Procedure. You further agree to provide to the
Bank any analysis of such equipment, device, or software or any report of such analysis performed by you,
your agents, law enforcement agencies, or any other third party. Your failure to assist the Bank shall be an
admission by you that the breach of the Security Procedure was caused by a person who obtained access to
your transmitting facilities or who obtained information facilitating the breach of the Security Procedure
from you and not from a source controlled by the Bank. In the event of a breach of a Security Procedure, you
may be required to close your Accounts or to execute a bank approved reactivation agreement before the
Services are reinstated to the Account.
(c) Reporting Unauthorized Transactions. You should notify us immediately if you believe your Access Codes
have been lost or stolen, that someone has gained access to the Security Procedure, or that someone has made
a Funds Transfer or External Transfer from your Account without your permission, or if you suspect any
fraudulent activity on your Account.
(d) Financial Information. The Bank may from time-to-time request information from you in order to evaluate
a continuation of the Services to be provided by the Bank hereunder and/or adjustment of any limits set by
this Agreement. You agree to provide the requested financial information immediately upon request by the
Bank, in the form required by the Bank. If you refuse to provide the requested financial information, or if
the Bank concludes in its sole discretion that the credit risk you pose is unacceptable, the Bank may
terminate the Service according to the provisions hereof. You authorize the Bank to investigate or
reinvestigate at any time any information provided by you in connection with this Agreement or any Services
and to request reports from credit bureaus and reporting agencies for such purpose.
(e) Deadlines. You shall deliver or transmit all data or information to the Bank by the deadline(s)
specified in this Agreement. The Bank shall have no obligation to process data or perform Services if the
data is not received by the Bank by the specified deadline.
(f) Fees for Services.
(1) The Bank does not currently charge fees for Venu Accounts. The Participating Merchant may charge for the use of the Venu product. Any such charges must adhere to all applicable laws, rules and regulatory restrictions concerning surcharges and/or fees for electronic payments.
(2) The Bank may change or add any fees for the Services by the procedures outlined in herein for amending
this Agreement. Fees charged for the Service under this Agreement will be in addition to any service charges
or fees that apply to your other accounts with us. The Bank is not responsible for fees charged by others,
including, but not limited to, Participating Merchants, other financial institutions, or payment networks.
(3) If you close your Account, you must notify us, and unless and/or until you notify us and identify a new
Account, any fees owed for insufficient funds may be deducted from any other account you maintain with us or
any of our affiliates. Furthermore, the Bank may set off against any amount it owes to you in order to
obtain payment of any fees that may be owed under this Agreement.
(4) You agree to pay for all taxes, tariffs, and assessments levied or imposed by any government agency in
connection with the Services, this Agreement, and/or the software or equipment made available to you
(excluding any income tax payable by the Bank). You are also responsible for the costs of any communication
lines and any data processing charges payable to third parties.
(g) Compliance with Laws. You agree to use the Services solely in accordance with all applicable local,
state, and federal laws and regulations. You further agree not to use the Services for any illegal or
unauthorized purpose, or engage in, encourage, or promote any activity that violates the terms of this
Agreement or applicable laws.
V.2 The Bank's Responsibilities
The Bank agrees to use ordinary care in rendering Services under this Agreement. You recognize and agree
that ordinary care does not mean error free. You agree to pay all attorneys' fees, costs, and expenses the
Bank may incur in collecting any sums you owe to the Bank for service charges or otherwise or in enforcing
any rights the Bank may have under the terms of this Agreement or applicable law, rule, or regulation
applicable to your Account(s) or the Services rendered by the Bank under this Agreement. You also agree to
pay all attorneys' fees, costs, and expenses that the Bank may incur as the result of defending any claim or
action made against Bank by you, or on your behalf where the Bank is found not to be liable for such claim.
In no event shall the Bank be liable to you for attorneys' fees incurred by you in any action brought by you
against the Bank.
Without limiting the generality of the foregoing, we will not be responsible for the following matters, or
for errors or failures of our Services as result of:
(a) Access. We will not be liable under this Agreement for failure to provide access or for interruptions in
access to our Services due to a system failure or due to other unforeseen acts or circumstances.
(b) Your Equipment & Your Software. We will not be responsible for any errors or failures from any
malfunction of your Access Device or any computer virus or other problems related to your Equipment used
with our Services. We are not responsible for any error, damages or other loss you may suffer due to
malfunction or misapplication of any system you use, including your browser (Mozilla Firefox®, Microsoft
Internet Explorer®, or otherwise), your Internet service provider, your personal financial management or
other software (such as Quicken® or Microsoft Money®), or any Equipment you may use (including your
telecommunications facilities, computer hardware and modem) to access or communicate with the Services.
(c) Any Transaction or Instruction that: (i) exceeds your collected and available funds in an Account; (ii)
is not in accordance with any condition indicated by you and agreed to by the Bank; (iii) the Bank has
reason to believe it may not be authorized by you; (iv) involves funds subject to hold, dispute, or legal
process preventing their withdrawal; (v) would violate any provision of any present or future risk control
program of the Federal Reserve or any current or future rule or regulation of any other federal or state
regulatory authority; (vi) is not in accordance with any other requirement stated in this Agreement or any
Bank policy, procedure, or practice; or, (vii) for the protection of the Bank or you, the Bank has reasonable
cause not to honor.
Article VI Privacy/Information Sharing.
VI.1 Personal Accounts and Services
The importance of maintaining the confidentiality and privacy of the information provided by you is one of our highest priorities. We may disclose information about your Accounts or the Transfers and External Transfers you make in accordance with our privacy policy located here. Please review it carefully. Our privacy policy may change from time to time and is always available on our website and at our banking locations
Article VII Termination.
VII.1 Termination Upon Written Notice
Either you or the Bank may terminate this Agreement or your Service subscription at any time upon giving written notice of the termination. Any termination by Customer must be on written notice to the Bank and shall be effective ten (10) days after giving notice to the Bank or any other date that is mutually agreeable to the parties. Any termination by the Bank shall be effective either as of the date of termination or on the date specified in the notice of termination. If you terminate the Services, you authorize the Bank to continue making Funds Transfers or External Transfers you have previously authorized until such time as the Bank has had a reasonable opportunity to act upon your termination notice. Once the Bank has acted upon your termination notice, the Bank will make no further Funds Transfers or External Transfers from or to your Account, including any Funds Transfers or External Transfers you have previously authorized. If the Bank terminates your use of the Services, the Bank reserves the right to make no further Funds Transfers or External Transfer from or to your Account, including any transactions you have previously authorized.
VII.2 Immediate Termination
Notwithstanding the preceding section, the Bank may immediately terminate this Agreement or the Services without notice if (a) you or we close your Account(s), or (b) in the Bank's sole discretion, the Bank determines that you have abused the Services or the Bank believes that it will suffer a loss or other damage if the Services are not terminated, or (c) if the Bank discontinues the Services to customers who are similarly situated as you or revises the Services to the extent termination is necessary for an ordinary transition to a new service.
VII.3 Rights Cumulative
The Bank's election to terminate this Agreement or the Services is in addition to any and all other remedies that may be available to the Bank and will not affect any obligations you may have to the Bank. Any reinstatement of the Services under this Agreement will be at the Bank's sole discretion and Account must be agreed upon in writing by an authorized representative of the Bank.
VII.4 Rights/Duties Upon Termination
Upon termination of the Services or this Agreement, any property or rights of a party in the possession of the other party, tangible or intangible, shall be returned to owner thereof within fifteen (15) days after the later to occur of (i) termination of the Services or the Agreement or (ii) the last date that such party receives any such property or rights. If you have any funds remaining in your Account, the Bank will transfer those funds via External Transfer to the financial institution from which you initially transferred the funds. Upon termination of the Services or this Agreement, (i) you will promptly pay to the Bank all sums due or to become due under this Agreement, and (ii) you shall have no further right to make use of the Services or any system or software which may have been provided in connection with the Services.
Article VIII Changes in Terms and other Amendments.
VIII.1 Personal Accounts and Services
Where the EFTA and REG E apply, the Bank may amend this Agreement at any time by sending notice to you by mail or, to the extent permitted by law, by e-mail or electronic communication through the Service, at least twenty-one (21) days before the effective date of the amendment. Where the EFTA and REG E apply, notice is always required if the change would result in:
If the EFTA and REG E apply, we are not required to give notice if an immediate change in terms or conditions is necessary to maintain or restore the security of an Account or an electronic fund transfer system. However, if such a change is permanent, and disclosure would not jeopardize security, we will notify you in writing on or with the next regularly scheduled periodic statement or within 30 days of making the change permanent. Such notices will also be published on the Bank's Venu application. If the EFTA and REG E do not apply to a particular transaction, and other state or federal laws do not specify any notice or other requirements for an amendment, we will decide what kind of notice (if any) we will give you and the method of providing any such notice. Your continued use of the Service is your agreement to any amendments of the Agreement, including the Operating Instructions as may be amended from time to time.
Article IX Other Provisions.
IX.1 Electronic Notices
We may deliver to you any required disclosures and other notices concerning these Services or your Accounts by e-mail or other appropriate Electronic means in accordance with this Agreement. You may use e-mail to contact us about inquiries, maintenance and/or some problem resolution issues. E-mail may not be a secure method of communication. Thus, DO NOT send confidential personal or financial information to us by e-mail. Likewise, for your security, we do not accept instructions for the operation of your Accounts by e-mail. We also do not communicate with you through email except as provided elsewhere in this Agreement. There may be times when you need to speak with someone immediately (especially to report a lost or stolen Password). In these cases, do not use e-mail. Instead, you should call us at the number provided in this Agreement.
IX.2 Hours of Operation
Our representatives are available to assist you Monday through Friday from the hours of 8:30 a.m. to 8:00 p.m. Eastern Time (Standard or Daylight), except holidays, by calling the number provided in this Agreement. We reserve the right to change these times upon our sole discretion with or without notice to you.
IX.3 Geographic Restrictions
The Services described in this Agreement and any application for credit, deposit services, and brokerage services available at our web site are solely offered to lawful residents of the United States of America residing within the United States of America. Account holders may not be able to access these Services outside the United States of America.
IX.4 Contact Information
In case of questions about your Account or this Agreement, contact customer service at:
Mail and Telephone:
MainStreet Bank
10089 Fairfax Boulevard
Fairfax, VA 22030
Tel: 1-877-226-9940
IX.5 Account Agreement
You acknowledge and agree that your Account maintained with the Bank is an integral part of the Service offered by the Bank and that all transactions and Services initiated or processed pursuant to this Agreement are subject to the Website Terms and Conditions, regulations, and any other agreement governing Accounts in effect from time to time between you and the Bank. The terms and conditions of this Agreement shall control over any inconsistent terms in other agreements between you and the Bank. You acknowledge that you have authorized and executed, electronically or otherwise, all agreements, resolutions, and forms governing your Account required by the Bank. If you have not executed the foregoing forms required by the Bank, either electronically or otherwise, you acknowledge that you have read the contents of and agree to be bound by the terms of those forms, agreements, and documents that make up the entire Agreement. You also agree to establish all Accounts that must be opened in conjunction with the Services provided by the Bank.
IX.6 Effective Dates
The effective date of this Agreement shall be the date upon which the Agreement is approved or otherwise executed by you and accepted by the Bank.
IX.7 Internet Disclaimer
For any Service(s) described in the Agreement utilizing the Internet, the Bank does not and cannot control the flow of data to or from the Bank's network and other portions of the Internet. Such flow depends in large part on the performance of Internet Services provided or controlled by third parties. Actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). The Bank cannot guarantee that such events will not occur. Accordingly, the Bank disclaims any and all liability resulting from or related to such events and in no event shall Bank be liable for any damages (whether in contract or in tort) that are attributable to the public Internet infrastructure, your ability to connect to the Internet, or the Bank's ability to connect to the Internet on your behalf.
IX.8 Limitation of Liability
(a) YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL,
INDIRECT, SPECIAL EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE
EVEN IF YOU, BANK OR BANK'S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
(b) TO THE FULLEST EXTENT ALLOWED BY LAW, BANK'S LIABILITY TO YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO
CORRECTING ERRORS RESULTING FROM BANK'S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, IF YOUR USE OF THE SERVICES IS NOT PRIMARILY FOR PERSONAL, FAMILY,
OR HOUSEHOLD PURPOSES, IN NO EVENT WILL THE BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES
ACTUALLY PAID BY YOU AND RECEIVED BY THE BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME
AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE
BECOME AWARE OF THE CLAIM.
(c) YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES
ARE PROVIDED BY BANK ON AN "AS IS" BASIS.
(d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL,
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER
PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL
OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A
WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
(e) BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE,
SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR ACCESS
DEVICE OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO
THE SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION
INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM
IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
(f) BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR
MALFUNCTIONS OF YOUR EQUIPMENT, COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF
PERFORMANCE OF ANY EQUIPMENT, COMPUTER HARDWARE, SOFTWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO
YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION
FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR
ENHANCEMENTS TO ANY OF YOUR EQUIPMENT, COMPUTER HARDWARE, OR SOFTWARE.
IX.9 Force Majeure
The Bank shall not be responsible for any liability, loss, or damage resulting from the Bank's failure to perform any Service or to perform any other obligations under this Agreement which is caused by an act of God, fire, floods, adverse weather or atmospheric conditions, or other catastrophes; war, sabotage, riots, acts of public enemy, or acts of governmental authority or the Board of Governors of the Federal Reserve; labor difficulties; Equipment or computer failure or destruction or the unavailability, interruption, or malfunction of communications facilities or utilities; delays or failure to act by you or third parties and their personnel; criminal acts; or generally any cause reasonably beyond the Bank's control.
IX.10 Reimbursement
Any reimbursement by the Bank for any liability hereunder may be made either directly to you or by adjustment of the aggregate ledger and collected balances of your Accounts.
IX.11 Indemnification
In addition to other indemnification and liability provisions elsewhere in this Agreement, to the fullest extent allowed by law, if your use of the Service is not primarily for personal, family, or household purposes, and/or if your applicable Account(s) is (are) not established primarily for personal, family, or household purposes, you will be liable for, hold harmless, and will indemnify the Bank, and their respective employees and agents, from and against all claims of any sort by third parties or others arising out of this Agreement, including all losses and expenses incurred by the Bank arising out of your failure to report required changes, transmission of incorrect data to the Bank, or failure to maintain compliance with all laws, regulations and rules. Except for those losses caused directly by the Bank's failure to exercise ordinary care or to act in good faith, you agree to indemnify and hold the Bank, its officers, directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities, and expenses (including reasonable attorneys' fees) arising from or related in any way to (i) any Services performed in connection with this Agreement, (ii) the Bank's action or inaction in accordance with or reliance upon any instructions or information received from any person reasonably believed by the Bank to be an authorized representative of you, (iii) your breach of any of your covenants, agreements, responsibilities, representations or warranties under this Agreement, and/or (iv) your breach of applicable laws, rules or regulations.
IX.12 ARBITRATION AND WAIVER OF JURY TRIAL
(a) ARBITRATION FOR ALL CLAIMS, EXCEPT UPON SUCH GROUNDS AS EXIST AT LAW OR IN EQUITY FOR THE REVOCATION OF
ANY CONTRACT. ALL DISPUTES RESOLVED BY ARBITRATION. YOU AND BANK AGREE THAT THE TRANSACTIONS PROCESSED UNDER
THIS AGREEMENT INVOLVE "COMMERCE" UNDER THE FEDERAL ARBITRATION ACT ("FAA"). ANY CONTROVERSY OR CLAIM
BETWEEN YOU AND THE BANK, OR BETWEEN YOU AND ANY OF THE BANK'S OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATED
ENTITIES, THAT ARISES OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS AGREEMENT OR ANY RELATED
SERVICE AGREEMENTS, WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF
FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT (COLLECTIVELY, ANY "CLAIM"), WILL BE
SETTLED BY BINDING ARBITRATION. WITH RESPECT TO DISPUTES SUBMITTED TO ARBITRATION, CUSTOMER AND THE BANK
EACH WAIVES ALL RIGHTS TO A TRIAL BY JURY. IF A CLAIM IS SUBMITTED TO ARBITRATION:
(1) YOU WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL;
(2) YOU WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION
RULES;
(3) YOU WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES
OR UNDER ANY OTHER RULES OF CIVIL PROCEDURE;
(4) THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL; AND
(5) THIS AGREEMENT SUPERSEDES ANY PRIOR ALTERNATIVE DISPUTE RESOLUTION AND/OR ARBITRATION AGREEMENT THAT MAY
EXIST BETWEEN YOU AND THE BANK. THIS AGREEMENT TO ARBITRATE DISPUTES WILL SURVIVE THE CLOSING OF YOUR
ACCOUNT AND THE TERMINATION OF THIS AGREEMENT OR ANY SERVICE AGREEMENT.
(b) SELECTION OF ARBITRATOR. THE PARTIES SHALL WORK IN GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR
WITHIN THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY EITHER PARTY. THE ARBITRATOR SHALL HAVE SOLE
DISCRETION TO USE ANY COMMERCIALLY REASONABLE RULES OF ARBITRATION, UNLESS OTHERWISE AGREED TO IN WRITING BY
THE PARTIES. IF THE PARTIES CANNOT AGREE UPON AN ARBITRATOR, THEN EACH PARTY SHALL DESIGNATE AN ARBITRATOR
REPRESENTATIVE AND THE ARBITRATOR REPRESENTATIVES SHALL SELECT THE ARBITRATOR. THE PARTIES SHALL WORK IN
GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY
EITHER PARTY.
(c) ARBITRATION RULES. THE ARBITRATOR SHALL HAVE SOLE DISCRETION TO USE ANY COMMERCIALLY REASONABLE RULES OF
ARBITRATION, UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES; PROVIDED, HOWEVER, THAT TO THE EXTENT THE
ARBITRATION RULES CONTAIN PROVISIONS REGARDING THE USE OF ANY CONSUMER ARBITRATION RULES, THE FORUM OF ANY
SUCH ARBITRATION, THE ALLOCATION OF FEES FOR ANY SUCH ARBITRATION AND/OR ANY OTHER PROVISIONS CONTRARY TO
THIS AGREEMENT, THOSE RULES ARE DELETED AND/OR EXPRESSLY SUPERSEDED BY THIS AGREEMENT. TO THE EXTENT ANY
AMBIGUITY EXISTS BETWEEN THE ARBITRATION RULES AND THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL.
(d) LOCATION OF ARBITRATION. ANY ARBITRATION TAKING PLACE UNDER THIS AGREEMENT SHALL BE CONDUCTED IN
FAIRFAX, VIRGINIA, OR SUCH OTHER LOCATION AGREED UPON IN WRITING BY THE PARTIES.
IX.13 Governing Law
These terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions and without regard to your state of residence.
IX.14 Enforcement
Unless prohibited under Applicable Law, in the event a dispute arises either directly or indirectly under this Agreement and the Bank prevails, the Bank shall be entitled to payment of its reasonable attorneys' fees (which may be or include the allocable cost of in-house counsel) and costs, including fees for any litigation, arbitration, mediation, appeal, or bankruptcy proceedings, and any post-judgment collection actions, if applicable.
IX.15 Disputes Involving Your Account
You will be liable to us for any loss, costs, or expenses, including reasonable attorneys' fees to the extent permitted by law, that we incur as a result of any dispute involving your Account, and you authorize us to deduct any such loss, costs or expense from your Account without prior notice to you. This obligation includes disputes between yourself and us involving the Account and situations where we become involved in disputes between you and a third party. It also includes situations where you, or a third party takes action with respect to the account that causes us, in good faith, to seek the advice of counsel, whether or not we actually become involved in a dispute.
IX.16 Legal Process Against the Account
You agree to be responsible for, to reimburse us, and/or have your account charged for any expenses or reasonable attorney fees we incur due to an attachment, garnishment, levy, or subpoena of records of your account. Any garnishment or other levy against your account is subject to our right of set-off and security interest. We may restrict the use of your account if it is involved in any legal proceeding.
IX.17 Dormant/Inactive Accounts
You understand that if your Account is dormant or inactive, we may charge fees specified in the Agreement to the extent permitted by the law. You agree that we are relieved of all responsibility if your Available Balance is escheated (that is, turned over to the state) in accordance with state law.
IX.18 Miscellaneous Provisions
(a) Headings. The headings and captions contained in this Agreement are included only for convenience of
reference and do not define, limit, explain, or modify this Agreement or its interpretation, construction,
or meaning.
(b) Severability. The holding of any provision of this Agreement as invalid, illegal, or unenforceable, in
whole or in part, shall not affect the other provisions of this Agreement, which shall remain in full force
and effect.
(c) Waiver. No waiver by the Bank (whether or not in writing) of any term, condition, or obligation of you
under this Agreement shall bind the Bank to waive the same term, condition, or obligation again, nor shall
any other provision, condition, term, or obligation hereof be affected by such a waiver.
(d) Binding Effect. This Agreement shall inure to the benefit of and be binding upon the successors, heirs,
trustees, and permitted assigns of the parties hereto.
(e) Entire Agreement. This Account Agreement constitutes the entire agreement and supersedes any prior
agreements between the parties hereto concerning the subject matter hereof. All contemporaneous agreements
or understandings concerning the subject matter hereof, whether oral or written, are merged into this
Agreement.
(f) Transfers and Assignments. You cannot transfer or assign any rights or obligations under this Agreement
without the Bank's written consent. The Bank may assign its rights and delegate its duties under this
Agreement to a company affiliated with the Bank or to any other party.
3. Website Terms and Conditions
Last updated November 2024
These Terms and Conditions are entered into by and between you, the user ("you" or "your") and Bank. The
following terms and conditions, together with any documents they expressly incorporate by reference
(collectively, "Terms"), govern your access to and use of Venu, our Application Programming Interfaces
("APIs"), and our associated mobile application, the Venu App (which we refer to collectively as the
"Site"), along with any content, functionality and services offered on or through the website or any of our
mobile applications (the "Services"), whether as a guest, a registered user, an Account holder, or a
customer or partner of Bank.
Please read the Terms carefully before you start to use the Site. By using the Site or accessing any
Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at our
website incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy,
you must not access or use the Site or the Services.
The Site and Services are offered and available to users who (i) are 18 years of age or older, (ii) reside
in the United States or any of its territories or possessions and (iii) agree to be bound by the Terms
contained herein. By using the Site or our Services, you represent and warrant that you meet all of the
foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use
the Site or use the Services.
Accessing the Site and Account Security
We reserve the right to withdraw or amend the Site, and any Service or material we provide, in our sole
discretion without notice. We will not be liable if for any reason all or any part of the Site or Services
are unavailable at any time or for any period. From time to time, we may restrict access to some parts of
the Site, or the Services or the entire Site, to users, including registered users.
You are responsible for both:
Making all arrangements necessary for you to have access to the Site and Services.
Ensuring that all persons who access the Site or Services through your internet connection or devices are
aware of these Terms and comply with them.
To access the Site or the Services, you may be asked to provide certain registration details or other
information. It is a condition of your use of the Site or Services that all the information you provide on
is correct, current, and complete. You agree that all information you provide to register with the Site, for
the Services, or otherwise, including, but not limited to, through the use of any interactive features on
the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your
information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password or any other piece of information as part of our
security procedures, you must treat such information as confidential, and you must not disclose it to any
other person or entity. You are solely responsible for safeguarding your password and for restricting access
to the Site or Services from your compatible mobile devices and computer(s). You also acknowledge that your
account is personal to you and agree not to provide any other person with access to the Site or portions of
it using your username, password, or other security information. You agree to notify us immediately of any
unauthorized access to or use of your username or password or any other breach of security. You also agree
to ensure that you exit, by logging out, from your account at the end of each session. You should use
particular caution when accessing your account from a public or shared computer so that others are not able
to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided
by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have
violated any provision of these Terms.
We have implemented technical and organizational measures designed to secure your information from accidental destruction, loss, and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
Prohibited Uses
You may not, nor may you permit any third party, directly or indirectly, use the Services:
User Representations and Warranties
You represent and warrant to us that:
Intellectual Property
The Site, Services, and their entire contents, features and functionality (including but not limited to all
information, software, text, displays, images, video and audio, and the design, selection, and arrangement
thereof), are owned by Bank, its licensors or other providers of such material and are protected by United
States and international copyright, trademark, patent, trade secret, and other intellectual property or
proprietary rights laws.
These Terms permit you to use the Site and Services for your personal use only. You must not reproduce,
distribute, modify, create derivative works of, publicly display, publicly perform, republish, download,
store or transmit any of the material on our Site, except as follows:
You must not:
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of
the Site or Services in breach of the Terms, your right to use the Site will cease immediately and you must,
at our option, return or destroy any copies of the materials you have made. No right, title, or interest in
or to the Site or Services or any content on the Site is transferred to you, and all rights not expressly
granted are reserved by the Bank. Any use of the Site or Services not expressly permitted by these Terms is a
breach of these Terms and may violate copyright, trademark, and other laws.
We grant you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use
our API, Services, developer toolkits, dashboard, documentation, and other software (collectively, the "Bank
IP") in accordance with the accompanying documentation made available by us for purposes of using the
Services. This license grant includes all updates, upgrades, new versions, and replacement software for your
use in connection with the Services. If you do not comply with the documentation and any other requirements
provided by us, then you will be liable for all resulting damages suffered by you, Bank, and third parties.
You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate,
disassemble, decompile, or otherwise attempt to create any source code that is derived from the Services.
Upon expiration or termination of these Terms of Service, you will immediately cease all use of any Service.
Trademark License Grant to You
We grant you, your affiliates, and any subsidiaries a limited, nonexclusive, revocable, royalty-free, and nontransferable license to use our trademarks solely in connection with these Terms of Service to the extent such use is necessary for you to perform your obligations under these Terms of Service. Title to and ownership of our trademarks will remain with us. This license terminates immediately upon termination of these Terms of Service, unless terminated earlier by us. Upon expiration or termination of these Terms of Service, you will immediately cease all display, advertising and use of all of the trademarks, including the logos and trademarks of the Payment Networks.
Trademark License Grant to Us
You grant us, our affiliates, and any Bank Partners and service providers for the Program a limited, nonexclusive, revocable, royalty-free, and nontransferable license to use your trademarks solely in connection with these Terms of Service and to the extent such use is necessary for us to perform our obligations under these Terms of Service. Title to and ownership of your trademarks will remain with you. This license terminates immediately upon termination of these Terms of Service, unless terminated earlier by you.
No Rights in Bank IP
Except for the express licenses granted above, we are not granting or assigning to you, your service
providers, or your affiliates any right, title, or interest, express or implied, in or to our IP, or the IP
of any third party to which we have been granted a license; and we reserve all rights in our IP, and to the
IP rights granted to us by any third party.
As between you and us, we and our licensors and service providers exclusively own all rights, title, and
interest in the patents, copyrights (including rights in derivative works), moral rights, rights of
publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property
embodied by or contained in the Bank IP or any copies thereof. Bank IP is protected by copyright, trade
secret, patent, and other intellectual property laws, and all rights in Bank IP not expressly granted to you
in these Terms of Service are reserved.
You may choose to submit comments or ideas about improvements to our Services, our API, our platform, or any
other component of our products or services ("Ideas"). If you submit an Idea to us, we will presume, and you
agree, that your submission was voluntary, and delivered to us without any restrictions or expectations on
our use of the Idea. You also agree that we have no fiduciary or any other obligation to you in connection
with any Idea you submit to us, and that we are free to use your Ideas without any attribution or
compensation to you.
Linking to the Site and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our
reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form
of association, approval, or endorsement on our part.
The Site may provide certain social media features that enable you to:
You may use these features solely as they are provided by us. Subject to the foregoing, you must not:
Consent to Communication
You consent to accept and receive communications from us, including e-mail, text messages, calls, and push
notifications to the cellular telephone number and e-mail address you provide to us when you sign-up for an
account. Such communications may include, but are not limited to, receipts, reminders, notifications
regarding updates to your account or account support, and marketing or promotional communications. You
acknowledge that you are not required to consent to receive promotional texts or calls as a condition of
using the Site or Services. Call and text message communications may be generated by automatic telephone
dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text
messages we send you.
You may opt-out of receiving promotional email communications we send to you by following the unsubscribe
options on such emails. You may opt out of any promotional phone calls by informing the caller that you
would not like to receive future promotional calls. You may only opt-out of text messages from the Bank by
replying STOP. You acknowledge that opting out of receiving communications may impact your use of the
Services.
Third-Party Materials
If the Site contains links to other sites and resources provided by third parties, these links are provided
for your convenience only. This includes links contained in advertisements, including banner advertisements
and sponsored links. We have no control over the contents of those sites or resources, and accept no
responsibility for them or for any loss or damage that may arise from your use of them. If you decide to
access any of the third-party Sites linked to the Site, you do so entirely at your own risk and subject to
the terms and conditions of use for such Sites.
We are not responsible or liable for the performance of any third-party services. Further, you agree to
resolve any disagreement between you and a third party regarding the terms and conditions of any third-party
services with that third party directly in accordance with the terms and conditions of that relationship,
and not the Bank.
The inclusion of any Site link does not imply an approval, endorsement, or recommendation by the Bank. Such
third-party Sites are not governed by these Terms. We expressly disclaim any liability for these Sites.
Moreover, when you use a link to go from the Site or Services to a third-party Site, our Privacy Policy is
no longer in effect. Your browsing and interaction on a third-party Site, including those that have a link
in the Site or Services is subject to that Site's own terms, rules and policies.
Compatibility
We do not warrant that the Site or Services will be compatible with your mobile device or carrier. Your use of the Site or Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer's software or hardware guidelines, including disabling hardware or software controls-sometimes referred to as "jail broken."
Geographic Restrictions
The owner of the Site is based in the State of Virginia. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
THE SITE AND SERVICES ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS,
IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, BANK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
YOU AGREE AND ACKNOWLEDGE THAT ANY CARBON FOOTPRINT GENERATED BY THE SERVICES IS AN ESTIMATE ONLY. TOOLAH DOES NOT WARRANT THAT ANY SUCH CARBON FOOTPRINT WILL BE ACCURATE OR CORRECT.
BANK DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SITE OR SERVICES ARE ACCURATE, RELIABLE OR
CORRECT; THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SITE SERVICES WILL BE AVAILABLE AT
ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR
ERRORS IN THE SITE OR SERVICES WILL BE CORRECTED; OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE BANK, ITS AFFILIATES OR THEIR LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL
THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE, THE SITE, THE SERVICES OF ANY SITES
LINKED TO THE SITE OR SERVICES, ANY CONTENT ON THE SITE, THE SERVICES, OR SUCH OTHER SITES, OR ANY SERVICES
OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING,
EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE,
LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR
OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Bank, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, and successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site or Services, including, but not limited to, any use of the Site and Services other than as expressly authorized in these Terms, or your use of any information obtained from the Site.
Modification of Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site or the Services thereafter. Your continued use of the Site or the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. We may terminate the Terms, as amended, at any time for any reason.
Modifications to or Termination of Services
We may suspend or terminate your Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue, or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of terminations or changes. You may also terminate the Terms, as amended and applicable to your Account by deactivating your Account at any time. For customers, cardholders, and/or partners, deactivating your Account will not terminate your underlying agreement(s) with us. To terminate those agreements, you must comply with the relevant termination provisions of those agreement(s).
Effect of Termination
If these Terms or your Account is terminated or suspended for any reason: (a) the license and any other
rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of all
Services, (c) we may (but have no obligation to) delete your information and account data stored on our
servers, and (d) we will not be liable to you or any third party for compensation, reimbursement, or damages
for any termination or suspension of the Services, or for deletion of your information or account data.
The parties hereby agree that the Terms shall survive the termination to the extent necessary for the
enforcement of the parties' rights and obligations.
Governing Law and Jurisdiction
All matters relating to the Site, Services, and these Terms, and any dispute or claim arising therefrom or
related thereto (in each case, including non-contractual disputes or claims), shall be governed by and
construed in accordance with the internal laws of the State of Virginia without giving effect to any choice
or conflict of law provision or rule (whether of the State of Virginia or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Virginia, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Dispute Resolution and Arbitration
ARBITRATION AND WAIVER OF JURY TRIAL.
ARBITRATION FOR ALL CLAIMS, EXCEPT UPON SUCH GROUNDS AS EXIST AT LAW OR IN EQUITY FOR THE REVOCATION OF ANY CONTRACT. YOU AND BANK AGREE THAT ANY AND ALL PAST, PRESENT, AND FUTURE DISPUTES (DEFINED BELOW) SHALL BE DETERMINED BY ARBITRATION, UNLESS YOUR DISPUTE IS SUBJECT TO AN EXCEPTION TO THIS AGREEMENT TO ARBITRATE. YOU AND BANK FURTHER AGREE THAT ANY ARBITRATION PURSUANT TO THIS SECTION SHALL NOT PROCEED AS A CLASS, GROUP, OR REPRESENTATIVE ACTION. THE AWARD OF THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. "DISPUTE" MEANS ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND SIGNIFY THAT ARISES OUT OF OR RELATES TO (1) THE AGREEMENT AND THESE TERMS OF SERVICE (INCLUDING ANY ADDENDA HERETO OR OTHER TERMS INCORPORATED HEREIN BY REFERENCE), (2) THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY HEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THE AGREEMENT TO ARBITRATE HEREUNDER, OR (3III) ANY SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES).WITH RESPECT TO DISPUTES SUBMITTED TO ARBITRATION, YOU AND THE BANK EACH WAIVES ALL RIGHTS TO A TRIAL BY JURY.
IF A CLAIM IS SUBMITTED TO ARBITRATION:
SELECTION OF ARBITRATOR. THE PARTIES SHALL WORK IN GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN
THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY EITHER PARTY. THE ARBITRATOR SHALL HAVE SOLE DISCRETION
TO USE ANY COMMERCIALLY REASONABLE RULES OF ARBITRATION, UNLESS OTHERWISE AGREED TO IN WRITING BY THE
PARTIES. IF THE PARTIES CANNOT AGREE UPON AN ARBITRATOR, THEN EACH PARTY SHALL DESIGNATE AN ARBITRATOR
REPRESENTATIVE AND THE ARBITRATOR REPRESENTATIVES SHALL SELECT THE ARBITRATOR. THE PARTIES SHALL WORK IN
GOOD FAITH TO SELECT AND AGREE UPON AN ARBITRATOR WITHIN THIRTY (30) DAYS AFTER A DEMAND FOR ARBITRATION BY
EITHER PARTY.
ARBITRATION RULES. THE ARBITRATOR SHALL HAVE SOLE DISCRETION TO USE ANY COMMERCIALLY REASONABLE RULES OF
ARBITRATION, UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES; PROVIDED, HOWEVER, THAT TO THE EXTENT THE
ARBITRATION RULES CONTAIN PROVISIONS REGARDING THE USE OF ANY CONSUMER ARBITRATION RULES, THE FORUM OF ANY
SUCH ARBITRATION, THE ALLOCATION OF FEES FOR ANY SUCH ARBITRATION AND/OR ANY OTHER PROVISIONS CONTRARY TO
THIS AGREEMENT, THOSE RULES ARE DELETED AND/OR EXPRESSLY SUPERSEDED BY THIS AGREEMENT. TO THE EXTENT ANY
AMBIGUITY EXISTS BETWEEN THE ARBITRATION RULES AND THIS AGREEMENT, THIS AGREEMENT SHALL CONTROL.
LOCATION OF ARBITRATION. ANY ARBITRATION TAKING PLACE UNDER THIS AGREEMENT SHALL BE CONDUCTED IN FAIRFAX,
VIRGINIA, OR SUCH OTHER LOCATION AGREED UPON IN WRITING BY THE PARTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR BANK SHALL BE ENTITLED TO CONSOLIDATE,
JOIN, OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY
DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE
ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND
UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph
shall be determined exclusively by the arbitrator.
No Jury Trial
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly
and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of
or relating to these Terms of Service or the Agreement
Venue and Jurisdiction for Judicial Proceedings
Except as otherwise required by applicable law or provided in these Terms, in the event that the agreement
to arbitrate is found not to apply to you or your Dispute, you and Bank agree that any judicial proceeding
may only be brought in a court of competent jurisdiction in Fairfax, Virginia. Both you and Bank irrevocably
consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm
an arbitral award in any court having jurisdiction.
Confidentiality
The existence of and all information regarding any Dispute will be held in strict confidence by the parties
and will not be disclosed by either party except as reasonably necessary in connection with the conduct of
the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure
will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at
least as stringent as the provisions of this paragraph. If any disclosure of information regarding any
Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain
protective orders or otherwise to preserve the confidentiality of such information.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by Bank of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Bank to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the
minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Entire Agreement
The Terms and Privacy Policy constitute the sole and entire agreement between you and Bank, Inc. with respect to the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site or Services.
Assignment
Unless expressly authorized by the Bank, these Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
Your Comments and Concerns
We provide support on general issues related to your API account and your use of our Services. We make resources available through our API documentation and on our website's support pages. You can also contact us or call us at 1-877-226-9940.
4. Disclosures and Notices
E-SIGN CONSENT AND DISCLOSURE
Electronic Communications. As used herein, the term "Communications" include, but is not limited to,
disclosures and communications we provide to you regarding our services such as: (i) terms and conditions,
privacy statements or notices and any changes thereto; (ii) payment or pre-payment disclosures, transaction
receipts and confirmations; (iii) customer service communications (such as claims of error communications);
and (iv) periodic statements, any notice or disclosure regarding fees or assessments of any kind, including
late fees, overdraft fees, over-limit fees, and returned items fees, all other notices provided by the Bank
(e.g. renewal, change of terms, rate changes, billing notices, maturity notices, etc.), disclosures (e.g.
initial, periodic, annual, or other disclosures), and other communications which we are required or
otherwise choose to send to you in any capacity in which we may act with respect to any account. The
Communications may include, in addition to other documents and disclosures, disclosures pursuant to:
Electronic Funds Transfer Act and Regulation E, Truth in Savings Act and Regulation DD, Funds Availability
Act and Regulation CC, Internal Revenue Code, and any other applicable federal, state or local law, or
regulation or any agreement with you. We may provide Communications to you by email or by making them
accessible on the Bank's website(s), mobile applications, or mobile websites (including via "hyperlinks"
provided online and in e-mails). Communications will be provided online and viewable using browser software
or PDF files.
ESIGN Act. You acknowledge and agree that your consent to electronic Communications is being provided in
connection with a transaction affecting interstate commerce that is subject to the federal Electronic
Signatures in Global and National Commerce Act (the "Act"), and that you and we both intend that the Act
apply to the fullest extent possible to validate our ability to conduct business with you by electronic
means.
Consent and Hardware. By using the Service described in this Agreement, you hereby consent to receive
Communications from the Bank and its affiliates in electronic form and affirm that you have access to the
following hardware and software requirements:
A valid email address;
An Access Device, including but not limited to a computer, mobile, tablet or similar device with internet
access and current browser software and computer software that is capable of receiving, accessing,
displaying, and either printing or storing Communications received from us in electronic form;
Sufficient storage space to save Communications (whether presented online, in e-mails or PDF) or the ability
to print Communications.
We may request that you respond to an email to demonstrate you are able to receive these Communications. We
reserve the right to change the hardware or software requirements needed to access or retain electronic
records. If we make such a change and the change creates a material risk that you will not be able to access
or retain subsequent electronic records, we will provide you with a statement of (i) the revised hardware
and software requirements for access to and retention of the electronic records, and (ii) your right to
withdraw consent without the imposition of any fees for such withdrawal.
Withdrawal of Consent. You may withdraw your consent to receive Communications under this Notice by writing
to us at "Attn: E-Sign Disclosure and Consent Notice" at the address in set forth in Section 10.6, by
contacting us via the Secure Message Center within the Service, or by emailing us at support@venu.bank. Your
withdrawal of consent will cancel your agreement to receive electronic Communications, and will also cause
us to close your Account.
Requesting Paper Copies. You may request a paper copy of any Communications; we will mail you a copy via
U.S. Mail. To request a paper copy, contact us by writing to "Attn: E-Sign Disclosure and Consent Notice" at
the address set forth in Section 10.6 or by contacting us via the Secure Message Center within the Service.
Please provide your current mailing address so we can process this request. We may charge you a reasonable
fee for providing paper copies of any Communications.
Updating Your Contact Information. It is your responsibility to keep your primary email address current so
that the Bank can communicate with you electronically. You understand and agree that if the Bank sends you a
Communication but you do not receive it because your primary email address on file is incorrect, out of
date, blocked by your service provider, or you are otherwise unable to receive electronic Communications,
the Bank will be deemed to have provided the Communication to you; however, we may deem your account
inactive. You may not be able to use some or all of the Services described in this Agreement until we
receive a valid, working primary email address from you. If you use a spam filter or similar software that
blocks or re-routes emails from senders not listed in your email address book, we recommend that you add the
Bank to your email address book so that you can receive Communications by e-mail. You can update your
primary email address or other information by writing to us at "Attn: E-Sign Disclosure and Consent Notice"
at the address in set forth in the Account Agreement.
Termination/Changes in Form of Communications. We reserve the right, in our sole discretion, to discontinue
the provision of your Communications, or to terminate or change the terms and conditions on which we provide
Communications. We will provide you with notice of any such termination or change as required by law.
REGULATION E DISCLOSURE
For purposes of this disclosure and agreement the terms "we", "us", and "our" refer to MainStreet Bank. The
terms "you" and "your" refer to the recipient of this disclosure and agreement.
The Electronic Fund Transfer Act and Regulation E require institutions to provide certain information to
customers regarding electronic fund transfers (EFTs). This disclosure applies to any EFT service you receive
from us related to an account established primarily for personal, family, or household purposes. Examples of
EFT services include Merchant Transactions and External Transfers from your Account to an External Account.
TERMS AND CONDITIONS
The following provisions govern the use of EFT services through accounts held by MainStreet Bank which are established primarily for personal, family or household purposes. If you use any EFT services provided, you agree to be bound by the applicable terms and conditions listed below. Please read this document carefully and retain it for future reference.
DEFINITION OF BUSINESS DAY
Business days are Monday through Friday excluding holidays.
ELECTRONIC FUND TRANSFER SERVICES PROVIDED
POINT OF SALE TRANSACTIONS
The Venu App allows you to purchase goods and services from merchants that have arranged to accept your Funds Transfers from your Account as a means of payment (these merchants are referred to as "Participating Merchants"). Purchases made with your Account are referred to as "Point of Sale" transactions and will cause your "designated account" to be debited for the amount of the purchase. We have the right to return items drawn against your account to ensure there are funds available to pay for any Point-of-Sale transaction. We may, but do not have to, allow transactions which exceed your Available balance or, if applicable, your available overdraft protection. If we do, you agree to pay an amount equal to the overdrawn balance plus any overdraft fees.
TRANSACTION LIMITATIONS
As described in Article IV of your Account Agreement, we may limit the number of withdrawals to an External Account, External Transfers from an External Account, and/or the Merchant Transactions you may make each day or month. Restrictions disclosed at the time you opened your Account(s) or sent to you subsequently will also apply to your electronic withdrawals and electronic payments unless specified otherwise. We reserve the right to impose limitations for security purposes at any time.
NOTICE OF RIGHTS AND RESPONSIBILITIES
The use of any electronic fund transfer services described in this document creates certain rights and responsibilities regarding these services as described below.
RIGHT TO RECEIVE DOCUMENTATION OF YOUR TRANSFERS
TRANSACTION RECEIPTS/RECORDS
Upon completing a Transaction, the details of that Transaction—and all other Transactions for your Account—will be available to you by logging on to your Account through the Venu Account Access. A record of all transactions, including information about the Merchant, the amount of the Transaction, and the date, is available through your Venu Account, on the App."
PERIODIC STATEMENTS
If your account is subject to receiving a monthly statement, all EFT transactions will be reported on it.
YOUR RESPONSIBILITY TO NOTIFY US OF LOSS OR THEFT
If you believe your Venu App access code has been lost or stolen,
call us at:
(877)226-9940 (Mondays thru Fridays 8:30 AM - 8:00 PM ET) or
write to: MainStreet Bank ATTN: Venu App Department 10089 Fairfax Blvd Fairfax, VA 22030
You should also call the number or write to the address listed above if you believe a transfer has been made
using the information from your Account without your permission.
CONSUMER LIABILITY
Tell us AT ONCE if you believe your Account access code has been lost or stolen or if you believe that an
electronic fund transfer has been made without your permission using information from your Account.
Telephoning is the best way of keeping your possible losses down. You could lose all the money in your
Account. If you tell us within two (2) business days after you learn of the loss or theft of your Account
access credentials you can lose no more than fifty dollars ($50) if someone used your Account without your
permission. If you do NOT tell us within two (2) business days after you learn of the loss or theft of your
Account access credentials and we can prove we could have stopped someone from using your Account without
your permission if you had given us notice, you can lose as much as five hundred dollars ($500).
Also, if your statement shows Transfers you did not make, tell us at once. If you do not tell us within
sixty (60) days after the statement was transmitted to you, you may not receive back any money you lost
after the sixty (60) days, and therefore, you may not get back any money in your account, if we can prove
that we could have stopped someone from taking the money had you given us notice in time. If a good reason
keeps you from giving the notice, we may extend the time periods in our sole discretion.
ILLEGAL USE OF ACCOUNT
You agree not to use your Account for any illegal transactions.
IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR TRANSACTIONS
In case of errors or questions about your electronic fund transfers, you can dispute a transaction within our Account application. You can also call us or write to us at the address provided below or at the address or numbers contained on your most recent account statement.
MainStreet Bank
ATTN: Venu App Department
10089 Fairfax Blvd Fairfax, VA 22030
(877)226-9940
Notification should be made as soon as possible if you think your statement or receipt is wrong or if you
need more information about a transaction listed on the statement or receipt. You must contact MainStreet
Bank no later than 60 days after we sent you the first statement on which the problem or error appears. You
must be prepared to provide the following information:
Your name and account number.
A description of the error or transaction you are unsure about along with an explanation as to why you
believe it is an error or why you need more information.
The dollar amount of the suspected error.
If you provide oral notice, you will be required to send in your complaint or question in writing within ten
(10) business days. We will determine whether an error occurred within ten (10) business days (twenty (20)
business days for new accounts) after we hear from you and will correct any error promptly. If we need more
time, however, we may take up to forty-five (45) days (ninety (90) days for new accounts or Point of Sale
transfers) to investigate your complaint or question. If we decide to do this, we will credit your account
within ten (10) business days (twenty (20) business days for new accounts) for the amount which you think is
in error, so that you will have the use of the money during the time it takes to complete our investigation.
If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business
days, we may not credit your account. The extended time periods for new accounts apply to all electronic
fund transfers that occur within the first thirty (30) days after the first deposit to the account is made,
including those for foreign initiated or Point of Sale transactions. We will tell you the results within
three (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.
LIABILITY FOR FAILURE TO COMPLETE TRANSACTION
If we do not complete a transfer to or from your Account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages as provided by law. However, there are some exceptions. We will NOT be liable, for instance:
There may be other exceptions to liability stated in this Agreement, or in other agreements we have with you, or otherwise provided by applicable law.
CHARGES FOR TRANSFERS OR THE RIGHT TO MAKE TRANSFERS
We reserve the right to impose a fee and to change fees upon notice to you.
DISCLOSURE OF ACCOUNT INFORMATION
You agree that merchant authorization messages transmitted in connection with Point of Sale transactions are
permissible disclosures of account information, and you further agree to release MainStreet Bank and hold it
harmless from any liability arising out of the transmission of these messages.
We will disclose information to third parties about your account or electronic fund transfers made to your
account:
AMENDING OR TERMINATING THE AGREEMENT
We may change this agreement from time to time. You will be notified at least 30 days before a change will take effect if it will cause you an increase in costs or liability or it will limit your ability to make electronic fund transfers. No notice will be given if the change is necessary for security reasons. We also have the right to terminate this agreement at any time.
ADDITIONAL PROVISIONS
Your account is also governed by the Terms and Conditions, the Account Agreement, and other applicable agreements between you and MainStreet Bank.
NOTICE OF COLLECTION OF BIOMETRIC DATA AND CONSENT
Please be advised that the Bank and its vendors and partners intend to use, retain, and use Biometric Data
(defined below) for the purpose of identifying you.
"Biometric identifier" means a retina or iris scan, fingerprint, voiceprint, or scan of hand or face
geometry. "Biometric information" means any information, regardless of how it is captured, converted,
stored, or shared, based on an individual's biometric identifier used to identify an individual. Biometric
Identifiers and Biometric Information is referred to hereafter as "Biometric Data".
To access your Account, as part of its Security Procedures, the Bank may utilize software that scans your
image or records your voice, to verify your identity. Specifically, this software extracts unique data
points and creates a unique mathematical representation used to validate your identity.
The Bank retains, and requires its vendors and partners, to retain the Biometric Data only for so long as
required. If you have any questions concerning the length of time for which the Bank or its vendors retain
the Biometric Data or wish to have a copy of the Bank's biometric information policy, please contact us.
You understand that you are free to decline to provide biometric identifiers and biometric information to
the Bank, its vendors, and/or the licensor of the software. However, if you elect to decline to provide
these identifiers and information, you may be prohibited from accessing, using, or continuing to use your
Account. Your decision to decline to provide this Biometric Data is yours.
By clicking the "I Accept" button below, you acknowledge that you have received and had the opportunity to review the description of the type of information collected, the use of the information collected, and the retention policies of the data, voluntarily consent to the Bank's, its vendors', and/or partners collection, storage, and use of Biometric Data through your computer device, and the use of the data for verifying your identity. You understand and acknowledge that to verify your identity, the Bank, its vendors, and/or its partners may utilize your biometric information or biometric identifiers, as defined by the Illinois Biometric Information Privacy Act, and you voluntarily consent to the Bank's use of the Biometric Data and to its sharing the Biometric Data with its vendors and partners.
5. Agreement Acceptance
BY CLICKING ON THE "I AGREE" BUTTON RELATING TO THIS AGREEMENT WITHIN THE VENU APPLICATION, YOU AGREE THAT
YOU HAVE READ AND UNDERSTAND THE AGREEMENT INCLUDING THE ACCOUNT AGREEMENT, THE TERMS AND CONDITIONS, AND
THE DISCLOSURES AND NOTICES, AND YOU ACCEPT AND AGREE TO EACH.
YOU AGREE THAT YOU WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING THE ACCOUNT
AGREEMENT, THE TERMS AND CONDITIONS, AND THE DISCLOSURES AND NOTICES, JUST AS IF YOU SIGNED THE AGREEMENT.
YOU AGREE TO THE TERMS AND CONDITIONS STATED IN THE AGREEMENT, INCLUDING THE ADDENDUM AND SPECIFICALLY, THE
ACCOUNT AGREEMENT, THE TERMS AND CONDITIONS, AND THE DISCLOSURES AND NOTICES MAY BE AMENDED IN THE FUTURE.