Terms of Use

Introduction

1. Introduction. This Ponce Bank Direct Online Banking Agreement (“Agreement”)sets forth the terms and conditions of the Ponce Bank Direct Online Banking Service (“Service”) offered byPonce Bank Direct, a division of Ponce Bank (“Bank”, “we”, “us”, “our”). In this Agreement, the term “you” and “your” refers to each owner of the Account(s)that are opened and accessed through the Service.

"Account" means a checking, insured money market, savings account or other type of account that is available through the Service. You agree that each time you access the Service, you confirm your acceptance of and agreement to abide by the terms of this Agreement.  ThisAgreement is in addition to all the disclosures, agreements and amendments applicable to your Accounts with the Bank that we may provide to you from time to time, including but not limited to the Terms and Conditions for your Account (collectively, the“Account Documents”). If there is a conflict between the terms of thisAgreement and any contained in the Account Documents, this Agreement will control with respect to the Service provided hereunder.

Ponce Bank Direct.  We are an online-only division of Ponce Bank whose operations are conducted separately from those of Ponce Bank. All Accounts atPonce Bank Direct are opened and managed at www.poncebankdirect.com (the “Website”).  This means that information about the Accounts you open with us, including the transaction services and periodic statement reporting are separate from any accounts you may hold at a branch office ofPonce Bank.  Accounts are not accessible at any branch office and no printed statement of notices will be provided to you. To open Accounts and use the Service you must agree to receive all applicable disclosures, agreements, and information from Ponce Bank Direct electronically, and agree to give directions about your Accounts and otherwise communicate with us electronically through Website or any other electronic channel we may provide to you.  

Online Banking Service

Ponce Bank Direct.  We are an online-only division of Ponce Bank whose operations are conducted separately from those of Ponce Bank. All Accounts atPonce Bank Direct are opened and managed at www.poncebankdirect.com (the “Website”).  This means that information about the Accounts you open with us, including the transaction services and periodic statement reporting are separate from any accounts you may hold at a branch office ofPonce Bank.  Accounts are not accessible at any branch office and no printed statement of notices will be provided to you. To open Accounts and use the Service you must agree to receive all applicable disclosures, agreements, and information from Ponce Bank Direct electronically, and agree to give directions about your Accounts and otherwise communicate with us electronically through Website or any other electronic channel we may provide to you.  

PONCE BANK DIRECT OPERATES AS AN ONLINE BANKING SERVICE ONLY.  IF YOU ARE UNWILLING OR UNABLE TO ESTABLISH AND MAINTAIN YOUR ACCOUNTS THOUGH ONLINE AND/OR ELECTRONIC CHANNELS ONLY, YOU SHOULD NOT PROCEED TO OPEN ACCOUNTS WITH US.

This Agreement describes your rights and obligations as a user of the Online Banking Service. It also describes the rights and obligations of Ponce Bank Direct. Please read thisAgreement carefully. As an authorized account holder, you must abide by the terms and conditions of this agreement, and those provided to you at account opening, in order to use this Service.

CUSTOMER DISCLOSURE AND AGREEMENT TO RECEIVE ELECTRONIC COMMUNICATIONS

By clicking “Consent and Continue,” you consent and agree that:

·  We can provide all Account Documents to you electronically including, but not limited to, all disclosures required by law, account terms and conditions, agreements for services, and other information about your legal rights and duties.

·  Your electronic agreement and/or signature has the same effect as if you agreed by signing in ink.

·  Your computer or electronic device meets the Hardware and Software Standards listed below, and that computer or device permits you to access the Service and print or retain the Account Documents provided to you electronically.

·  You have and will maintain an active personal electronic mail (“email”) account at which to receive electronic notices from us.

You agree that we can send all Account Documents and notices to you electronically (1) via email, or (2) by providing you access to the Website or link to the Website in an email notifying you when information is available, or (3) to the extent permissible by law, by access to a website that we designate in advance for such purpose. You agree that Accounts Documents and disclosures provided electronically have the same meaning and effect as if we provided paper documents to you. When we send you an email or other electronic notification that a document or disclosure is available electronically, you agree that such notification has the same effect as if we provided such document or disclosure to you in paper form, whether or not you choose to view it.

EmailAddress

You must keep your email account and address current with us. You must promptly notify us of any change in your email account or address.You may change the email address on record for you through our website. You agree that if we send an email message to you regarding any disclosure or notice we provide electronically to the email address you have provided to us and such email message is returned as undeliverable, you agree that we will none the less be deemed to have provided such electronic communication to you.

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Hardware andSoftware Standards

To access the Website and view Account Documents, youwill need:

•  a Current Version(defined below) of an Internet browser we support,

•  a connection to the Internet,

•  a Current Version of a program that accurately reads and displays PDF files (which may be either a browser that supports native PDF rendering or a program such as Adobe AcrobatReader), and

•  a computer and an operating system capable of supporting all of the above.

By “Current Version,” we mean a version of the software that we support and that is currently being supported by its publisher. We support the Current Version and for a period of time (at least three months), the version immediately prior to the Current Version of Firefox, Google Chrome, Microsoft Edge and Apple Safari.

As permitted by and in accordance with applicable law, we reserve the right to discontinue support of a Current Version of software for any reason, including without limitation, our opinion that it suffers from a security or other flaw that makes it unsuitable for use with our website.  You acknowledge and agree that you are solely responsible for the selection, installation, maintenance, and operation of your computer and software, including you web browser, used in connection with theService. We assume no responsibility for any error or malfunction by your computer or software, or for any computer virus or similar problems you may experience by using the internet or your internet service provider to access the Services, even if we have previously indicated that they were compatible with the Hardware and Software Standards. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE TOYOU. You agree to notify us promptly if any software we provide to you becomes defective. Our sole responsibility (if any) in such instances will be to repair or replace the defective software.

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Termination of Services

You have a right at any time to withdraw your consent to receive information electronically. However, because the Agreement and the Information are provided only in electronic format, your withdrawal of consent will terminate all the Services. A penalty may apply for termination of all services.

If you wish to withdraw consent to receive information electronically, to terminate the Services, or to update your information such as a change of address, or email address, you may call Ponce Bank Direct at 718-931-9000, or send an email request to contact@poncebankdirect.com

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Definitions

The following definitions apply in this Agreement.

"Online Banking" is the Internet-based service providing access to your account(s) under the terms set forth in this Internet Banking Terms andConditions Agreement

"Online Account" is a Ponce Bank Direct account from which you will be conducting transactions using a Service.

"Business Day" refers to Monday through Friday, excluding Saturday,Sunday, and Federal banking holidays.

“Electronic Fund Transfer” is a transaction in yourAccount initiated through the Service orby other electronic means, including online bill payments, transfers to or fromExternal Accounts (e.g., direct deposit), internal Account transfers, and cash withdrawals and purchases using a debit card.

"Password" is a series of numbers, letters and/or symbols that you select during enrollment to use the Service that establishes your credentials to use the Service.Ponce Bank Direct will provide you with a temporary code for use during the initial sign-on process.

"Time of day" references are to EasternTime.

"User ID” is a series of numbers, letters and/or symbols that you select during enrollment to identify yourself when accessing the Service.

If not otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Account Documents.  All definitions set forth herein shall be deemed applicable whether the words defined are used in the singular or the plural or in capitalized form.  Any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders.

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Access to Services

Ponce Bank Direct will provide online instructions describing how to use the Online Banking Service.To gain access to the Service you will need your User ID and Password. In addition, other security procedures may apply.

Hours of Operation

The Services are generally available 24 hours a day, 7 days a week, exceptduring maintenance periods.  You agree that we are not responsible for the unavailability of theService or any damages that may result from its unavailability.

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Security Procedures; User ID and Password

THE SITE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY ARISE IN CONNECTION WITH THIS SITE , OR FROM YOUR USE OF, OR INABILITY TO USE, THIS SITE OR ANY INFORMATION PROVIDED ON THIS SITE; OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; OR DISCLOSURE OF INFORMATION WHEN REPLYING TO YOU BY E-MAIL OR OTHER ELECTRONIC MEANS OR RECEIVING E-MAILS FROM YOU; EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY VIRUSES THAT MAY INFECT OR DAMAGE YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO OR USE OF THIS SITE, THE WEB, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THIS SITE OR THE WEB.

WE DO NOT WARRANT NOR REPRESENT THAT YOUR USE OF MATERIALS DISPLAYED ON THIS SITE WILL NOT INFRINGE RIGHTS OF THIRD PARTIES NOT OWNED BY OR AFFILIATED WITH US.

You agree to indemnify and hold us harmless from and against any and all claims, losses, expenses, demands, or liabilities, including attorneys’ fees and costs, incurred by us in connection with any claim by a third party (including any intellectual property claim) arising out of your use of this Site in violation of these Terms of Use or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without our written consent.

Banking Information and Transactions With Online Banking

The following transaction services are available for your Accounts through the Website:

·  View Account balance information and transaction history,

·  Transfer funds between your Accounts with us,*

·  Receive, view, print and save periodic statements and other notices for your Accounts.

·  Request stop payments against checks.

·  Account to Account Transfers.

·  Receive Alerts about your Accounts.

·  Communicate with us securely through OnlineBanking message inbox

·  Pay bills and schedule payments

·  Take a picture and deposit checks

* Transfer funds among your linked checking, savings, loan and line of credit accounts.

New services may be introduced for Online Banking from time to time. Ponce Bank Direct will notify you of the existence of these new services. By using these services when they become available, you agree to be bound by the rules that will be made available to you concerning these services.

Account Balance andTransaction History.

You can use the Service to obtain balance information and transaction information about your Accounts. Please note that the information provided may not include your most recent transactions and may include balances that are not subject to immediate withdrawal. Balance and transaction information provided through the Service generally reflect activity through the close of the previous business day.

Transfers Between Your Accounts.  You may transfer funds between your linked accounts. Transfers initiated before 3:00 p.m. ET on a business day will be posted to your account on the same day. All transfers completed after 3:00 pmET on a business day or on a Saturday, Sunday or holiday may be posted on the next banking day. When you instruct us to transfer funds between your linked Accounts, you authorize us to withdraw the necessary funds from and to the Accounts you designate. You agree that you will instruct us to make a withdrawal only when a sufficient balance is or will be available in your designated Account at the time of withdrawal. You further agree that we will not be obligated to act on any withdrawal instruction from an Account that does not contain sufficient available funds to complete the requested transfer.

Electronic Statements.  You hereby understand and agree by opening anAccount at Ponce Bank Direct you must accept electronic delivery of all periodic statements, [copies of paid checks,] disclosures, tax reports, legal notices, and all other communications regarding your Accounts (collectively,“eStatement”).  We will not provide printed versions of these materials to you, except upon special request and with the payment of the applicable fee.

We will send you a notice informing me that you're Statement is available to access and/or download (“Electronic Delivery Notice”)at the e-mail address on file with you that I have designated for that purpose or, in the case of a joint Account, to the e-mail address that the first named owner of the Account has designated for this purpose.  I understand and agree that you shall issue an Electronic Delivery Notice to the e-mail address designated for this purpose and will not use any alternative e-mail address, even if you may have one in your files for me. If you send an Electronic Delivery Notice to me and it is returned as undeliverable, you agree that we will nonetheless be deemed to have provided the Electronic Delivery Notice to you.

StopPayment Orders – Checks.  Any owner of an Account can instruct us to stop payment on a check that has not been paid by issuing a stop payment order through the Service.  A stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it before paying, accepting, or otherwise becoming obligated to pay the item.  You understand and agree that payment cannot be stopped on a check that has already been paid or that is in the process of being paid.  At the time that you place a stop payment order, we may not be able to tell you whether the check has been paid or is in the process of being paid.  

StopPayment Orders – ACH.  Any owner of an Account can instruct us to stop payment on an ACH that has not been paid by requesting a stop payment order through the Service.  A stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it before paying, accepting, or otherwise becoming obligated to pay the item.  You understand and agree that payment cannot be stopped on an ACH that has already been paid or that is in the process of being paid.  At the time that you request a stop payment order, we may not be able to tell you whether the ACH has been paid or is in the process of being paid.  A verbal ACH stop payment order is only valid for 14 days. An ACH stop payment order must be completed before the 14 days expire.

Toaccomplish the stop payment, you must provide us with accurate informationabout the check that is requested by the service, including:

·  Your account number;

·  The date of the check;

·  The check number;

·  The exact amount (dollars and cents) of the check; and

·  The payee’s name.

We may use some or all of the information you provide, in our sole discretion, to identify the check. If the information you provide is not exactly correct, the stop payment order may not be effective.

EffectivePeriod of Stop Payment Order; Renewal.

A stop payment order on a check will stay in effect for six (6) months from the date we accept the stop payment order, unless you instruct us to cancel it or to renew it, provided that we have not already returned the check. The order may be renewed for additional six (6) month periods. Your instructions to remove or renew a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act upon it.

Account to Account Transfers.  An Account to Account (“A2A”) Transfer enables you to transfer funds between your Eligible Transaction Account(s) that you hold with us on the one hand, and your External Account(s) that you hold at another financial institutions on the other hand. “External Account” refers to an account you own at another financial institution to which you are permitted to transfer funds to or receive funds from in accordance with the terms of theA2A Service.  You may initiate: (1) a one-time Transfer Instruction for which processing shall be initiated immediately, (2) a one-time Transfer Instruction for which processing shall be initiated at a later specified date up to one (1) year, and (3) a recurring series of Transfer Instructions for which processing shall be initiated on the specified dates.

Further details about the A2A Service can be found herein below.

Account Alerts.  Your enrollment in Ponce Bank Direct includes enrollment to receive transaction alerts and notifications about your Accounts (“Alerts”). Alerts are electronic notices from us that contain transactional information about your Account(s).  You must manage the Account Alerts you receive through the Service. We may add new Alerts from time to time or cancel old Alerts.We generally notify you when we cancel an Alert but are not obligated to do so.We reserve the right to terminate our alerts service at any time without prior notice to you.

Methods of Delivery. We may provide alerts through one or more channels: (a) a mobile device, by SMS/text message, (b) a mobile device, by push notification; (c) an email account, by an e-mail message; or (d) your Online Banking message inbox. You agree to receive Alerts through these channels, and it is your responsibility to determine that each of the service providers for the channels described in (a) through (c) above supports the email, push notification, and text message alerts provided through the Alerts service. Please be advised that text or data charges or rates may be imposed by your service provider. Alert frequency varies by Account and preferences. You agree to provide us a valid mobile phone number or email address so that we may send you Alerts. If your email address or your mobile device’s number changes, you are responsible for informing us of that change. Your Alerts will be updated to reflect the changes that you communicate to us with regard to your primary and secondary email address or mobile device number.

Alerts via SMS/Text Message. To stop Alerts sent via text message, text“STOP” to 44660 at any time. Alerts sent to your primary email address will be unaffected by this action. To restore Alerts on your mobile phone, just visit the Alerts tab in Ponce Bank Direct OnlineBanking. For help with SMS text alerts, text “HELP” to 44660. In case of questions, please contact customer service at 718-931-9000. Our participating carriers include(but are not limited to) AT&T, T- Mobile®, U.S. Cellular®, Verizon Wireless,MetroPCS.

Alert Information. Alerts delivered via SMS, email and push notifications are not encrypted, and so we will never include your passcode or full account number in them. You acknowledge and agree that Alerts may not be encrypted and may include your name and some information about your Accounts, and anyone with access to yourAlerts will be able to view the contents of these messages.

Limitations. Ponce Bank Direct provides alerts as a convenience to you for information purposes only. An alert does not constitute a bank record for the deposit or credit account to which it pertains. We strive to provide alerts in a timely manner with accurate information.

However, you acknowledge and agree that your receipt of any alerts may be delayed or prevented by factor(s) affecting your mobile phone service provider, internet service provider(s), and other factors outsidePonce Bank Direct control. We neither guarantee the delivery nor the accuracy of the contents of each Alert. You agree to not hold Ponce Bank Direct, its directors, officers, employees, agents, and service providers liable for losses or damages including attorneys’ fees, that may arise, directly or indirectly, in whole or in part, from (a) a non-delivery, delayed delivery, or themisdirected delivery of an Alert; (b) inaccurate or incomplete content in anAlert; or (c) your reliance on or use of the information provided in an Alert for any purpose.

OnlineBanking Message Inbox.

The Service provides each Account owner with an inbox through which you can send messages to and receive messages from us about your Account. You must log into the Website to access the message inbox, which provides a secure communication channel between us, We will be deemed to have received your inbox message on the next following Business Day. Messages will be answered within a reasonable timeframe.

You should not rely on the message inbox if you need to communicate with us immediately (e.g., if you need to report an unauthorized transaction from one of your Accounts, or if you need to stop a payment that is scheduled to occur).Public email is not a secure method of communication and confidential information should never be sent over by email through the public internet.

You agree that Ponce Bank Direct may respond to you by electronic mail with regard to any matter related to the Service, including responding to any claim of unauthorized ElectronicFunds Transfer that you make. Any such electronic mail sent to you by us will be considered received by you within three (3) days of the date it is sent byPonce Bank Direct, regardless of whether or not you sign on to the Service within that time frame.

If your statement shows transfers that you did not make, notify Ponce Bank Direct

        Contact@poncebankdirect.com

If you do not notify Ponce Bank Direct within sixty(60) days after the statement is made available to you, you may not recover any money lost after the sixty (60) days which would not have been lost if Ponce Bank Direct had been notified in time.

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Errors and Questions

In case of errors or questions regardingan Online Banking, you may call PonceBank Direct at 718-931-9000, or message via inbox to:

       Contact@poncebankdirect.com

Ponce Bank Direct Attention:

Digital Banking Department

2244 Westchester Ave

Bronx, NY 10462

We must hear from you at the specified telephone number or address no later than sixty (60) calendar days after we made available to you the first statement on which the problem or error appeared. We will need:

* Your name and account number

* A description of the error or the transfer in question, and an explanation concerning why you believe it is an error or need more information.

*  The dollar amount of the suspected error

* The date on which it occurred.

If the report is made orally, we may require that you send the complaint or question in writing within ten (10) Business Days from your initial contact. We will notify you with the results of the investigation within ten (10) BusinessDays after you contact us and will correct any error promptly. If more time is needed, however, we may, at our sole discretion, take up to forty- five (45) calendar days to investigate a complaint or question. If this occurs, we will credit your account within ten (10) Business Days for the amount you think is in error. This will allow you to use the money during the time it takes us to complete our investigation. If your complaint or question is not received in writing within ten (10) Business Days from your original contact, we may not credit your account until the investigation is completed.

If your notice of error concerns a transaction that occurred during the first 30 days after the first deposit to the Account was made, the applicable time periods are 20 BusinessDays in place of 10 BusinessDays and 90 calendar days in place of 45 calendar days.

If we determine that no error occurred, we will send you a written notice within three(3) Business Days. You may request copies of the documents that we reused in the investigation.

You agree that Ponce Bank Direct may respond to you by e-mail with regard to any claim of unauthorized Electronic Fund Transfer related to the Service.Any such electronic mail sent to you by Ponce Bank Direct shall be considered received within three (3) Business Days of the date sent by Ponce Bank Direct, regardless of whether or not you sign on to the Servicewithin that time frame.

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Limit of Ponce Bank Direct's Responsibility

Ponce Bank Direct agrees to make reasonable efforts to ensure full performance of Online Banking. Ponce Bank Direct will be responsible for acting only on those instructions sent through Online Banking which are actually received and cannot assume responsibility for circumstances over which the bank has no direct control. This includes but not limited to, the failure or malfunctions in communication facilities, which may affect the accuracy or timeliness of messages you send. Ponce Bank Direct is not responsible for any losses should you give incorrect instructions, or if your payment instructions are not given sufficiently in advance to allow for timely payment or delays in the mail service.

Any information you receive from Ponce Bank Direct is believed to be reliable.However, it can only be provided on a best-efforts basis for your convenience and is not guaranteed.Ponce Bank Direct is not liable for any deficiencies in the accuracy, completeness, availability, or timeliness of such information, or for any investment or other decision made using this information.

Ponce Bank Direct is not responsible for any fees incurred for Internet access, or for any computer virus or related problems that may be attributable to services provided by any Internet access service provider.

You are responsible for obtaining, installing, maintaining, and operating all computer hardware and software necessary for performing Online Banking. Ponce Bank Direct will not be responsible for any errors or failures from the malfunction or failure of your hardware or software.

The limit of Ponce Bank Direct liability shall be as expressly set forth herein. Under no circumstances will Ponce Bank Direct be liable in contract, tort, or otherwise for any special, incidental, or consequential damages, whether or not foreseeable. By consenting to use the Services, you agree to waive any and all right to any of the aforesaid, and you acknowledge that the limit of your remedy is as otherwise expressly set forth herein.

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Ponce Bank Direct's Responsibility

Ponce Bank Direct will be responsible for your actual losses if they were directly caused by our failure to:

* Complete an Electronic Funds Transfer as properly requested

*  Cancel an Electronic Funds Transfer as properly requested However, we will not be responsible for your losses if:

* Through no fault of Ponce Bank Direct, you do not have enough money in your account to make the transfer

*  Through no fault of Ponce Bank Direct, the transaction would have caused you to exceed your available credit

*  Circumstances beyond our control (e.g., fire, flood, power outage, mail delivery delays, equipment or technical failure or breakdown) prevent the transfer, despite reasonable precautions that we havetaken.

*  There is a hold on your account, or if access to your accountis blocked in accordance with banking policy

*  Your funds are subject to legal processor other encumbrance restricting the transfer

* Your transfer authorization terminates by operation of law

* You believe someone has accessed your accounts without your permission and you fail to notify Ponce Bank Direct immediately

* You have not properly followed the scheduling instructions, included in this Agreement; to make a transfer or the Payee refuses the Service.

*For the failure of any payee to correctly account for or credit the payment in a timely manner

*We have received incomplete or inaccurate information from you or a third party involving the account or transfer

* For changes to the payee's address or account number (unless you have advised us of the change within three(3) Business Days in advance)

*We have a reasonable basis for believing that unauthorized use of yourPassword or account has occurred or may be occurring, or if you default under this Agreement, the Deposit Account Agreement, a credit agreement, or any other agreement with us, or if we or you terminate this Agreement

There may be other exceptions stated in this agreement and in other agreements with you. In no event shall we be liable for damages in excess of your actual loss due to our failure to complete a transfer, and we will not be liable for any incidental or consequential damages.

If any of the circumstances listed above shall occur, we shall assist you with reasonable efforts in taking appropriate corrective action to reprocess the transactions that may not have been completed or to correct incorrect transactions that have been processed.

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Other Agreements

In addition to this Agreement, you and PonceBank Direct agree to be bound by and comply with the requirements of the agreements applicable to each of your Online Accounts. Your use of the Online Banking service is your acknowledgment that you have received these agreements and intend to be bound by them. You should review other disclosures received by you when you open your accounts at Ponce Bank Direct, including the charges that may be imposed for Electronic Funds Transfers or the right to make transfers listed in the fee schedules accompanying those disclosures. For additional details on the fees, please refer to your fee schedule. All terms and conditions of the disclosures provided to you at account opening, including but not limited to, the Truth in Savings, Regulation E Disclosure, Depositor'sAgreement and Terms and Conditions apply to this Service.

Modifications to This Agreements

Ponce Bank Direct may modify the terms and conditions applicable to either Service from time to time upon delivering or providing a notice of the modifications to you at the contact information shown on our account records, and the revised terms and conditions shall be effective at the earliest date allowed by applicable law. We may send any notice to you via electronic mail and you will have been deemed to have received it three (3) days after it is sent. We reserve the right to terminate this agreement and your use of the Services in whole or in part at any time without prior notice.

Disclosure of Information to Third Parties / Privacy Policy

You can access our Privacy Policy online by clicking on the Privacy Policy on the Ponce Bank Direct Website.  A copy of Ponce Bank DirectConsumer Privacy Statement is also available upon requestor can be emailed to you by calling Ponce Bank Direct 718-931-9000, or message via inbox to:

Contact@poncebankdirect.com

Terms of Service

GENERAL TERMS FOR EACH SERVICE

1.  Introduction.This Terms of Service document(hereinafter "Agreement") is a contract between you and Ponce BankDirect (hereinafter "we" or "us") in connection with each service that is described in the rest of this Agreement that applies to services you use from us, as applicable (each, a "Service") offered through our online banking site or mobile applications(the "Site"). The Agreement consists of these GeneralTerms for Each Service (referred to as "General Terms"), and each set of Terms that follows after the General Terms that applies to the specific Service you are using from us. This Agreement applies to your use of the Service and the portion of the Site through which theService is offered.

2.  Service Providers. We are offering you the Service through one or moreService Providers that we have engaged to render some or all of the Service to you on our behalf. However, not withstanding that we have engaged such a Service Provider to render some or all of the Service to you, we are the sole party liable to you for any payments or transfers conducted using the Service and we are solely responsible to you and any third party to the extent any liability attaches in connection with the Service. You agree that we have the right under this Agreement to delegate to ServiceProviders all of the rights and performance obligations that we have under this Agreement, and that the Service Providers will be third party beneficiaries of this Agreement and will be entitled to all the rights and protections that thisAgreement provides to us. ServiceProvider and certain other capitalized terms are defined in a"Definitions" Section at the end of the General Terms. Other defined terms are also present at the end of each set of Terms that follow after theGeneral Terms, as applicable.

3.  Amendments. We may amend this Agreement and any applicable fees and charges for the Service at any time by posting a revised version on the Site. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Any use of the Service after a notice of change or after the posting of a revised version of thisAgreement on the Site will constitute your agreement to such changes and revised versions. Further, we may, from time to time, revise, update, upgrade or enhance the Service and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Service, and/or related applications and material, and limit access to only the Service’s more recent revisions, updates, upgrades or enhancements.

4.  Our Relationship With You. We are an independent contractor for all purposes, except that we act as your agent with respect to the custody of your funds for the Service. We do not have control of, or liability for, any products or services that are paid for with ourService. We also do not guarantee the identity of any user of the Service (including but not limited to recipients to whom you send payments).

5.  Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent, which we may withholding our sole discretion. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at anytime to any party. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

6.  Notices to Us Regarding the Service. Except as other wise stated below, notice to us concerning the Site or the Service must be sent by postal mail to: 2244 Westchester Ave Bronx, NY 10462. We may also be reached at 718-931-9000 for questions and other purposes concerning the Service. We will act on your telephone calls as described below in Section 22 of the General Terms (Errors, Questions, and Complaints), but otherwise, such telephone calls will not constitute legal notices under this agreement.

7.  Notices toYou. You agree that we may provide notice to you by posting it on the Site, sending you an in-product message within the Service, emailing it to an email address that you have provided us, mailing it to any postal address that you have provided us, or by sending it asa text message to any mobile phone number that you have provided us, including but not limited to the mobile phone number that you have listed in your Service setup or customer profile. For example, users of the Service may receive certain notices (such as notices of processed Payment Instructions, alerts for validation and notices of receipt of payments) as text messages on their mobile phones. All notices by any of these methods shall be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) Business Days after it is mailed.

8. Text Messages, Calls and/or Emails toYou. By providing us with a telephone number (including a wireless/cellular, mobile telephone number and/or email address), you consent to receiving calls from us and our Service Providers at that number INCLUDING THOSE MADE BYUSE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM ("ATDS"), and/or emails from us for our everyday business purposes (including identity verification). You acknowledge and agree that such telephone calls include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an ATDS from us or our affiliates and agents. Please review our Privacy Policy for more information.

9.  Receipts and Transaction History.You may view your transaction history by logging into theService and looking at your transaction history. You agree to review your transactions by this method instead of receiving receipts by mail.

10.  Your Privacy.Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

11.  Privacy of Others. If you receive information about another person through the Service, you agree to keep the information confidential and only use it in connection with the Service.

12.  Eligibility. The Service is offered only to individual residents of the United States who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not offered to minors unless the minor is using an Eligible Transaction Account in the name of the minor with a parent or guardian as a co-signor or guarantor. By using theService, you represent that you meet these requirements and that you agree to be bound by this Agreement.

13.  Prohibited Payments. The following types of payments are prohibited through the Service, and we have the right but not the obligation to monitor for, block, cancel and/or reverse such payments:

a.    Payments to or from persons or entities located in prohibited territories (including any territory outside of the United States); and

b.     Payments that violate any law, statute, ordinance or regulation; and

c.     Payments that violate the Acceptable Use terms in Section14 of the General Terms below; and

d.     Payments related to: (1) tobacco products, (2)prescription drugs and devices; (3) narcotics, steroids, controlled substances or other products that present a risk to consumer safety; (4) drug paraphernalia; (5) ammunition, firearms, or firearm parts or related accessories; (6) weapons or knives regulated under applicable law; (7) goods or services that encourage, promote, facilitate or instruct others to engage in illegal activity; (8) goods or services that are sexually oriented; (9) goods or services that promote hate, violence, racialin tolerance, or the financial exploitation of a crime; (10) goods or services that defame, abuse, harass or threaten others;(11) goods or services that include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (12) goods or services that advertise, sell to, or solicit others; or (13) goods or services that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the laws of any jurisdiction; and

e.  Payments related to gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to, casino games, sports betting, horse or dog racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes; and

f.   Payments relating to transactions that (1) support pyramid or ponzi schemes, matrix programs, other "get rich quick"schemes or multi-level marketing programs, (2) are associated with purchases of real property, equities, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (3) are for the sale of items before the seller has control or possession of the item, (4)constitute money-laundering or terrorist financing, (5) are associated with the following "money service business" activities: the sale of traveler’s checks or money orders, currency dealers or exchanges (including digital currencies such as bitcoin), or check cashing, or (6)provide credit repair or debt settlement services; and

g.  Tax payments and court ordered payments.

Except as required by applicable law, in no event shall we or our Service Providers be liable for any claims or damages resulting from your scheduling of prohibited payments. We encourage you to provide notice to us by the methods described in Section 6 of the General Terms above of any violations of the General Terms or the Agreement generally.

14.  Acceptable Use. You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Service, regardless of the purpose of the use, and for all communications you send through the Service. We and our Service Providers have the right but not the obligation to monitor and remove communications content that we find in our sole discretion to be objection able in any way. In addition, you are prohibited from using the Service for communications or activities that:(a) violate any law, statute, ordinance or regulation; (b) promote hate, violence, racial intolerance, or the financial exploitation of a crime; (c) defame, abuse, harass or threaten others; (d) include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous;(e) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (f) impose an unreasonable or disproportionately large load on our infrastructure; (g)facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (h) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy the Service or the portion of the Site through which the Service is offered without our prior written permission; (i) constitute use of any device, software or routine to bypass technology protecting the Site or Service, or interfere or attempt to interfere, with the Site or the Service; or (j) may cause us or our Service Providers to lose any of the services from our internet service providers, payment processors, or other vendors. We encourage you to provide notice to us by the methods described in Section 6 of the General Terms above of any violations of the General Terms or the Agreement generally.

15.  PaymentMethods and Amounts. There are limits on the amount of money you can send or receive through our Service. Your limits may be adjusted from time-to-time in our sole discretion. For certainServices, you may have the ability to log in to the Site to view your individual transaction limits. We or our Service Provider also reserve the right to select the method in which to remit funds on your behalf through the Service, and in the event that your Eligible Transaction Account is closed or otherwise unavailable to us the method to return funds to you. These payment methods may include, but may not be limited to, an electronic debit, a paper check drawn on the account of our Service Provider, or draft check drawn against your account.

16.  Your Liability for Unauthorized Transfers. Immediately following your discovery of an unauthorized Payment Instruction, you shall communicate with customer care for the Service in the manner set forth in Section 6 of theGeneral Terms above. You acknowledge and agree that time is of the essence in such situations. If you tell us within two (2) BusinessDays after you discover your password or other means to access your account through which you access the Service has been lost or stolen, your liability is no more than $50.00 should someone access your account without your permission. If you do not tell us within two (2) Business Days after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of your password or other means to access your account if you had told us, you could be liable for as much as $500.00.If your monthly financial institution statement contains payments that you did not authorize, you must tell us at once. If you do not tell us within sixty(60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time.

17.  Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

18.  Failed or Returned Payment Instructions. In using the Service, you are requesting that we or our Service Provider attempt to make payments for you from your Eligible Transaction Account. If the Payment Instruction cannot be completed for any reason associated with your Eligible Transaction Account(for example, there are insufficient funds in your Eligible Transaction Account, or the Payment Instruction would exceed the credit or overdraft protection limit of your Eligible TransactionAccount, to cover the payment), the Payment Instruction may or may not be completed. In certain circumstances, our Service Provider may either advance funds drawn on their corporate account or via an electronic debit, and in such circumstances will attempt to debit the Eligible Transaction Account a second time to complete thePayment Instruction. In some instances, you will receive a return notice from us or our Service Provider.In each such case, you agree that:

a.  You will reimburse our Service Provider immediately upon demand the amount of the Payment Instruction if the payment has been delivered but there are insufficient funds in, or insufficient overdraft credits associated with, your Eligible Transaction Account to allow the debit processing to be completed;

b.  You may be assessed a late fee equal to one and a half percent (1.5%) of any unpaid amounts plus costs of collection by our Service Provider or their third-party contractor if the Payment Instruction cannot be debited because you have insufficient funds in your Eligible Transaction Account, or the transaction would exceed the credit or overdraft protection limit of yourEligible Transaction Account, to cover the payment, or if the funds cannot otherwise be collected from you. The aforesaid amounts will be charged in addition to any NSF charges that may be assessed by us, as set forth in your fee schedule from us (including as disclosed on theSite) or your account agreement with us. You hereby authorize us and ourService Provider to deduct all of these amounts from your designated EligibleTransaction Account, including by ACH debit;

c.  Service Provider is authorized to report the facts concerning the return to any credit reporting agency.

19.  Address orBanking Changes. It is your sole responsibility, and you agree to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, physical address, phone numbers and email addresses. Depending on the Service, changes may be able to be made within the user interface of the Service or by contacting customer care for the Service asset forth in Section 6 of the General Terms above. We are not responsible for any payment processing errors or fees incurred if you do not provide accurate Eligible Transaction Account, Payment Instructions or contact information.

20.  InformationAuthorization. Your enrollment in the applicable Service may not be fulfilled if we cannot verify your identity or other necessary information. Through your enrollment in or use of each Service, you agree that we reserve the right to request a review of your credit rating at our own expense through an authorized bureau. In addition, and in accordance with our Privacy Policy, you agree that we reserve the right to obtain personal information about you, including without limitation, financial information and transaction history regarding your EligibleTransaction Account. You further understand and agree that we reserve the right to use personal information about you for our and our Service Providers’ everyday business purposes, such as to maintain your ability to access the Service, to authenticate you when you log in, to send you information about the Service, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Service and the content and layout of theSite. Additionally, we and our ServiceProviders may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including(without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and our ServiceProviders shall have the right to retain such data even after termination or expiration of thisAgreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes. In addition, we and our Service Providers may use, store and disclose such information acquired in connection with the Service in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Service. The following provisions in this Section apply to certainServices:

a.  MobileSubscriber Information. You authorize your wireless carrier to disclose information about your account, such as subscriber status, payment method and device details, if available, to support identity verification, fraud avoidance and other uses in support of transactions for the duration of your business relationship with us. This information may also be shared with other companies to support your transactions with us and for identity verification and fraud avoidance purposes.

b.  Device Data.We may share certain personal information and device-identifying technical data about you and your devices with third party service providers, who will compare and add device data and fraud data from and about you to a database of similar device and fraud information in order to provide fraud management and prevention services, which include but are not limited to identifying and blocking access to the applicable service or Web site by devices associated with fraudulent or abusive activity. Such information may be used by us and our third party service providers to provide similar fraud management and prevention services for services or Web sites not provided by us. We will not share with service providers any information that personally identifies the user of the applicable device.

21.  ServiceTermination, Cancellation, or Suspension. If you wish to cancel the Service, you may contact us as set forth in Section6 of the General Terms above. Any payment(s) that have begun processing before the requested cancellation date will be processed by us. You agree that we may terminate or suspend your use of the Service at any time and for any reason or no reason. Neither termination, cancellation nor suspension shall affect your liability or obligations under this Agreement.

22. Errors, Questions, and Complaints.

a.  In case of errors or questions about your transactions,you should as soon as possible contact us as set forth in Section 6 of theGeneral Terms above.

b.  If you think your periodic statement for your account is incorrect or you need more information about a transaction listed in the periodic statement for your account, we must hear from you no later than sixty (60) days after we send you the applicable periodic statement for your account that identifies the error. You must:

1.  Tell us your name;

2. Describe the error or the transaction in question, and explain as clearly as possiblewhy you believe it is an error or why you need more information; and,

3. Tell us the dollaramount of the suspected error.

c.  If you tell us orally, we may require that you send your complaint in writing within ten (10) Business Days after your oral notification. Except as described below, we will determine whether an error occurred within ten (10) Business Days after you notify us of the error. We will tell you the results of our investigation within three (3) Business Days after we complete our investigation of the error and will correct any error promptly. However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to forty-five (45) days to complete our investigation. If we decide to do this, we will provisionally credit yourEligible Transaction Account within ten (10) Business Days for the amount you think is in error. If we ask you to submit your complaint or question in writing and we do not receive it within ten (10) BusinessDays, we may not provisionally credit your Eligible Transaction Account. If it is determined there was no error, we will mail you a written explanation within three (3) Business Days after completion of our investigation. You may ask for copies of documents used in our investigation.We may revoke any provisional credit provided to you if we find an error did not occur.

23.  Intellectual Property. All other marks and logos related to the Service are either trademarks or registered trademarks of us or our licensors. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress or those of our licensors. You may not copy, imitate, or use any of the above without our prior written consent, which we may withhold in our sole discretion, and you may not use them in a manner that is disparaging to us or the Service or display them in any manner that implies our sponsorship or endorsement. All right, title and interest in and to the Service, the portion of the Site through which the Service is offered, the technology related to theSite and Service, and any and all technology and any content created or derived from any of the foregoing, is our exclusive property or that of our licensors.Moreover, any suggestions, ideas, notes, drawings, concepts, or other information you may send to us through or regarding the Site or Service shall be considered an uncompensated contribution of intellectual property to us and our licensors, shall also be deemed our and our licensors’ exclusive intellectual property, and shall not be subject to any obligation of confidentiality on our part. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us and our licensors a perpetual, royalty-free, irrevocable, non- exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so- called "moral rights"in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.

24.  Links and Frames. Links to other sites may be provided on the portion of the Site through which the Service is offered for your convenience. By providing these links, we are not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and are not responsible for the materials, services or other situations at or related to or from any other site, and make no representations concerning the content of sites listed in any of the Service web pages.Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in any search results or otherwise linked to the Site. For example, if you "click" on a banner advertisement or a search result, your "click" may take you off the Site. This may include links from advertisers, sponsors, and content partners that may use our logo(s) as part of a co-branding agreement.These other sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive. In addition, advertisers on the Site may send cookies to users that we do not control. You may link to the home page of our Site. However, you may not link to other pages of our Site without our express written permission. You also may not "frame"material on our Site without our express written permission. We reserve the right to disable links from any third-party sites to the Site.

25.  Password and Security. If you are issued or create any password or other credentials to access the Service or the portion of theSite through which the Service is offered, you agree not to give or make available your password or credentials to any unauthorized individuals, and you agree to be responsible for all actions taken by anyone to whom you have provided such credentials. If you believe that your credentials have been lost or stolen or that someone may attempt to use them to access the Site or Service without your consent, you must inform us at once at the telephone number provided in Section 6 of theGeneral Terms above. See also Section 16 of the General Terms above regarding how the timeliness of your notice impacts your liability for unauthorized transfers.

26.  Remedies. If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in thisAgreement or have otherwise breached your obligations under this Agreement, we may terminate, suspend or limit your access to or use of the Site or the Service; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. In addition, we, in our sole discretion, reserve the right to terminate this Agreement, access to the Site and/or use of the Service for any reason or no reason and at any time. The remedies contained in this Section 26 of the General Terms are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise.

27.  Disputes. In the event of a dispute regarding the Service, you and we agree to resolve the dispute by looking to this Agreement.

28. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than$10,000.00 USD, the party requesting relief may elect to resolvethe dispute in a cost-effective manner through bindingnon-appearance- based arbitration. If a party elects arbitration, thatparty will initiate such arbitration through Judicial Arbitration and MediationServices ("JAMS"), the American Arbitration Association("AAA"), or an established alternative dispute resolution (ADR)administrator mutually agreed upon by the parties. The parties agree that thefollowing rules shall apply: (a) the arbitration may be conducted telephonically,online and/or be solely based on written submissions, at the election of theparty initiating the arbitration; (b) the arbitration shall not involve anypersonal appearance by the parties, their representatives or witnesses unlessotherwise mutually agreed by theparties; (c) discovery shall not bepermitted; (d) the matter shall be submitted for decision within ninety (90)days of initiation of arbitration, unless otherwise agreed by the parties, andthe arbitrator must render a decision within thirty (30) days of submission;and (e) any award in such arbitration shall be final and binding upon the parties and may be submitted to anycourt of competent jurisdiction for confirmation. The parties acknowledge thatremedies available under federal, state and local laws remain available througharbitration. NO CLASS ACTION, OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEYGENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE INARBITRATION.

29.  Law and Forum for Disputes. Unless our account agreement with you states otherwise, this Agreement shall be governed by and construed in accordance with the laws of the State in which you reside, without regard to its conflicts of laws provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of thisAgreement shall remain in full force and effect. Unless our account agreement with you states otherwise, you agree that any claim or dispute you may have against us (other than those which are arbitrated under Section 28 of theGeneral Terms above) must be resolved by a court located in the county in which you reside. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes unless said claim is submitted to arbitration under Section 28 of theGeneral Terms of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF ANY DISPUTE OR CLAIM BETWEEN THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING UNDER THIS AGREEMENT.

30.  Indemnification.You agree to defend, indemnify and hold harmless us and our Affiliates and Service Providers and their Affiliates and the employees and contractors of each of these, from any loss, damage, claim or demand (including attorney’s fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Site or the applicable Service.

31.  Release. You release us and our Affiliates and ServiceProviders and the employees and contractors of each of these, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you or one or more other users of the Site or the applicable Service. In addition, if applicable to you, you waive California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.

32.  No Waiver. We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

33.  Exclusions of Warranties. THE SITE AND SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OFANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANT ABILITY,FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. IN PARTICULAR, WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICE, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

34. Limitation of Liability. THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE SERVICE AND THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE SERVICE MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OFTIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE SERVICE, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS INTERNET DISRUPTION OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE CAUSED BY OR ARISING OUTOF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF GOODWILL OR LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND NOTICE WAS GIVEN REGARDING THEM. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE OR THE PORTION OF THE SITE THROUGH WHICH THE SERVICE IS OFFERED THAT YOU DO NOT STATE IN WRITING IN A COMPLAINT FILED IN A COURT OR ARBITRATION PROCEEDING AS DESCRIBED IN SECTIONS 28 AND 29OF THE GENERAL TERMS ABOVE WITHIN TWO (2) YEARS OF THE DATE THAT THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE)OR ANY OTHER LEGAL THEORY. OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OFEACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $500 (FIVE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SOTHE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

35.  Complete Agreement, Sever ability, Captions, and Survival. You agree that this Agreement is the complete and exclusive statement of the agreement between us, sets forth the entire understanding between us and you with respect to the Service and the portion of the Site through which the Service is offered and supersedes any proposal or prior agreement, oral or written, and any other communications between us. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The captions of Sections in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. Sections 2, 5-7, 11, 17, 18,23,  and 26-35 of the General Terms, as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If there is a conflict between the terms of thisAgreement and something stated by an employee or contractor of ours (including but not limited to its customer care personnel), the terms of the Agreement will prevail.

36.  Definitions.

a. "ACH Network"means the funds transfer system, governed by the NACHA Rules, that provides funds transfer services to participating financial institutions.

b. "Affiliates"are companies related by common ownership or control.

c. "Business Day" is every Monday through Friday, excluding Federal Reserve holidays or other days that banks are legally closed.

d. "EligibleTransaction Account" is a transaction account from which your payments will be debited, your Service fees, if any, will be automatically debited, or to which payments and credits to you will be credited, that is eligible for theService. Depending on the Service, an Eligible Transaction Account may include a checking, money market or other direct deposit account, credit card account, or debit card account, including any required routing information.

e. "Payment Instruction" is the information provided for a payment to be made under the applicable Service, which may be further defined and described below in connection with a specific Service.

f. "Payment Network"means a debit or credit network (such as the ACH Network or ACCEL / Exchange payment network) through which funds may be transferred.

g. "Service Provider" means companies that we have engaged (and their Affiliates) to render some or all of the Service to you on our behalf.

ACCOUNT TO ACCOUNT TRANSFERS ADDITIONAL TERMS

1. Description of Service, Authorization and Processing.

a. The term “Transfer Money Terms” means these Account-to-AccountTransfers Additional Terms. The Account-to-Account transfer service (for purposes of these Transfer Money Terms, and the General Terms as they apply to these Transfer Money Terms, the "Service") enables you to transfer funds between your Account(s) that you maintain with us on the one hand, and your Account(s)that are maintained by other financial institutions, on the other hand.

b.  You represent and warrant that you are either the sole owner or a joint owner of the EligibleTransaction Account and the External Account and that you have all necessary legal right, power and authority to transfer funds between the EligibleTransaction Account and the External Account. If you are a joint owner of theEligible Transaction Account, External Account, or both, then you represent and warrant that (i) you have been authorized by all of the other joint owners to operate suchAccounts without their consent (including without limitation to withdraw or deposit any amount of funds to such Accounts or to even withdraw all funds from such Accounts); and (ii) we may act on your instructions regarding suchAccounts without liability to such other joint owners.Further, you represent and warrant that the External Account is located in the United States.

c. You may initiate (1) a one-time Transfer Instruction for which processing shall be initiated immediately, (2) a one-time TransferInstruction for which processing shall be initiated at a later specified date up to one (1) year, and (3) a recurring series of Transfer Instructions for which processing shall be initiated on the specified dates.Further details about each of these options can be found on the Site. When we receive a Transfer Instruction from you, you authorize us to (i) debit your Eligible Transaction Account and remit funds on your  behalf to theExternal Account designated by you and to debit your applicable Account as  described below in Section 5 of the TransferMoney Terms (Service Fees and Additional Charges); or, as applicable, to (ii) credit your Eligible TransactionAccount and remit funds  on your behalf from the External Account designated by you and to debit your applicable  Account as described below in Section 5 of the Transfer Money Terms (Service Fees and Additional Charges). You also authorize us to reverse a transfer from the applicable Account if the debit is returned from the other Account in the transaction for any reason, including but not limited to non sufficient funds.Transfers may be delayed or blocked to prevent fraud or comply with regulatory requirements. If we delay or block a Transfer Instruction that you have initiated, we will notify you in accordance with your user preferences (i.e.email, push notification).

d. We will use reasonable efforts to make all your transfers properly. However, we shall incur no liability if we are unable to complete any transfers initiated by you because of the existence of any one or more of the following circumstances:

1. If, through no fault of ours, the Eligible Transaction Account or External Account does not contain sufficient funds to complete the transfer or the transfer would exceed the credit limit of your overdraft account;

2. The Service is not working properly and you know or have been advised by us about the malfunction before you execute the transaction;

3. The transfer is refused as described in Section 6 of the Transfer Money Terms below;

4. You have not provided us with the correct information, including but not limited to the correctEligible Transaction Account or External Account information; and/or,

5. Circumstances beyond our control (such as, but not limited to, fire, flood, network or system down time, issues with the financial institution(s), or interference from an outside force) prevent the proper execution of the transfer and we have taken reasonable precautions to avoid those circumstances.

e. You may not use a P.O. Box    as a postal address.    

 It is your responsibility to ensure the accuracy of any information that you enter into the Service, and for informing us as soon as possible if you become aware that this information is inaccurate. You may not use a P.O. Box as a postal address. We will make a reasonable effort to stop or recover a transfer made to the wrong Account once informed, but we do not guarantee such recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by you.

2.  Transfer Methods and Amounts. Section 15 of theGeneral Terms (Payment Methods and Amounts) applies to the Service, even in circumstances where the External Account is closed, and we are attempting to return funds to such Account.

3.  Transfer Cancellation Requests. You may cancel a transfer at any time until it begins processing (as shown in the Service).

4.  Stop Payment Requests. If you desire to stop any transfer that has already been processed, you must contact customer care for the Service pursuant to Section22 of the General Terms. Although we will make a reasonable effort to accommodate your request, we will have no liability for failing to do so. We may also require you to present your request in writing within fourteen (14)  days. The charge for each request will be the current charge for such service as set out in the applicable fee schedule.

5.  Service Fees and Additional Charges. You are responsible for paying all fees associated with your use of the Service. Applicable fees will be disclosed in the user interface for, or elsewhere within, the Service or Site. Any applicable fees will be charged regardless of whether the Service was used, except for fees that are specifically use-based. Use-based fees for the Service will be charged against the Account that is debited for the funds transfer. There may also be charges for additional transactions and other optional services. You agree to pay such charges and authorize us to deduct the calculated amount from the applicable Eligible Transaction Account you hold with us or the Account that is debited for the funds transfer, depending on how such charges are described in the user interface for the Service. Any financial fees associated with your standard deposit accounts will continue to apply. You are responsible for any and all telephone access fees and Internet service fees that may be assessed by your telephone and Internet service provider. Section 18 of theGeneral Terms (Failed Or Returned Payment Instructions) applies if you do not pay our fees and charges for the Service, including without limitation if we debit the External Account for such fees, as described in this Section, and there are insufficient fees in the External Account; Section 18 of the GeneralTerms should be interpreted as applying to the External Account, not just theEligible Transaction Account, in such circumstances.

6.  Refused Transfers. We reserve the right to refuse any transfer.As required by applicable law, we will notify you promptly if we decide to refuse to transfer funds.

7.  Returned or Failed Transfers. In using the service, you understand transfers may be returned or fail for various reasons such as, but not limited to, the External Account number is not valid. We will use reasonable efforts to research and correct the transfer to the intended Account or void the transfer. We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, failed, or denied transfer to your Account that we debited for the funds transfer or use other reasonable efforts to return such transfer to you as permitted by law. In certain cases, we may require you to contact us or the financial institution for your External Account to initiate a request to receive such funds. You may receive notification from us.

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