Cross River Bank (“CRB” or “Bank”), a New Jersey state chartered Bank in the United States, shall provide the payment services to you in accordance with these Terms and Conditions (“Terms”). Nium, Inc. (“Nium”) operates under a program sponsored by CRB, to which Nium acts as a service provider in providing the Account to you. “You” and “your” means the owner of the Account or any other person authorized by you to operate your Account.
1. The Account.
In order to provide the payment services requested by you, CRB shall allow you to deposit United States Dollars (“USD”) into a custodial account held by CRB (“Account”) in accordance with these Terms (“Pay In Services”). You agree that CRB may hold your USD in the Account with that of other customers. The Account will be held for the benefit of you and such other customers. The balance of your cleared USD funds in the Account shall be referred to as your “Available Balance.” We may also allow you to transfer the Available Balance to yourself or to a third-party beneficiary located in a jurisdiction approved by us (“Pay Out Service”).
The only method available for depositing funds to your Account is to initiate a funds transfer to the Account. You cannot deposit cash or mailed or electronic checks.
CRB may refuse a deposit, or part of a deposit, at any time and for any reason. We also may refuse a deposit after initially accepting it. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made.
2. Client Obligations.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT.
WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, INCLUDING CERTAIN IDENTIFYING DOCUMENTS. WE MAY USE INFORMATION FROM THIRD PARTIES TO HELP US DETERMINE IF WE SHOULD OPEN YOUR ACCOUNT OR KEEP YOUR ACCOUNT OPEN.
In order to use the Account, you agree:
- You shall only use the Account in compliance with applicable laws;
- You can use the Account as authorized and only for business purposes. You must not use the Services for personal, family or household purposes;
- Where a Pay In arises from an underlying transaction between you and a Payer, CRB does not have any control of, nor any liability for, such underlying transaction or any goods, products or services provided to the Payer by you; and
- CRB may, in our sole discretion and for any reason, refuse to provide the Account to you.
3. Security of Account.
You shall be solely responsible and shall take all steps to keep the Account safe at all times. The Account shall be operated and accessed by you or user authorized on your behalf, and you shall be fully liable for any acts and omissions of any persons acting or purported to act on your behalf. You shall notify Nium immediately upon becoming aware of or reasonably suspect the Account has been misappropriated, compromised or used without authorization. Any delay in or failure to notify Nium shall result in you being liable for any Losses that arise in connection therewith.
4. Privacy.
CRB may collect personal data about you as part of your use of the Account. For information, please see the CRB Privacy Policy located at https://www.crossriver.com/legal/privacy-policy.
5. ACH Transactions.
Transactions transmitted through an automated clearing house (“ACH”) shall be subject to the applicable laws of the United States and ACH Operating Rules (the “ACH Rules”) of the National Automated Clearing House Association (“NACHA”). You agree to comply with and be bound by the ACH Rules. Unless otherwise defined in this Agreement, all capitalized terms in this subsection have the meanings assigned in the ACH Rules.
When you submit an ACH Transaction to us, you assume the responsibilities of an Originator under the ACH Rules and authorize CRB to process your ACH transactions on your behalf in accordance with the instructions you provide. You may not originate ACH transactions on behalf of, or for the benefit of, any entity other than yourself, unless you have received prior written authorization from CRB to do so. You agree to obtain proper authorizations and maintain proper confidential records of such authorizations from the Receiver for ACH Transactions and to provide CRB with timely, accurate, and complete information as required by the ACH Rules. You agree that such records are confidential information, you will safeguard such information, and you will be liable to CRB for the failure to comply with such obligations.
CRB may limit your ACH transaction and may establish exposure transaction limits related to the amount of ACH transactions transmitted by you. CRB may review and adjust these periodically. CRB may block or reject any ACH Transaction that exceeds a limit we have established and can reject an ACH Transaction if it does not comply with these Terms, the ACH Rules, or applicable laws.
You further agree to the following:
- Entries. To use direct debit, you shall provide CRB with instructions which authorize CRB (i) to receive funds to your Account from an external bank account; or (ii) to send funds from your Account to an external bank account (“Entries”). Entries will be processed in accordance with the rules and timing set forth by the ACH Rules.
- Entries; Bank Account Eligibility and Details. To receive funds via direct debit to your Account, your Entries must include all information required by the ACH Rules, including but not limited to your bank account details at a third-party financial institution, which may include but are not limited to, the name of your bank, the bank account number, routing number for your bank account, and the type of account, for example, checking or savings. You represent and warrant that the bank account identified in the Entries is legitimate, open, and in good standing. You understand that we will require you to verify your bank account details are accurate and valid before you can initiate direct debit transactions. You agree to promptly update us if there are any changes to your bank account details.
Your bank account must be able to accept debits denominated in the currency indicated in the Entries. You confirm that you are the only person required to authorize and you agree to authorize the direct debit from your bank account in accordance with the ACH Rules. You agree to maintain such authorizations and provide proof of such authorization immediately upon request.
- Sufficiency of Funds; Unpaid Direct Debits. It is your responsibility to ensure that there are sufficient funds available in your bank account or Account, as applicable, in order to execute the Entry. Direct debits will be processed in accordance with the rules and general timings of the ACH Rules. The debited amount will be reflected in the debited bank account after a successful debit in accordance with the timing of the ACH Rules.
Where you have insufficient funds in your Account or where access to your Account has been suspended or terminated, we reserve the right to return an Entry as unpaid in accordance with the ACH Rules. In the event that we process an Entry that you are unable to pay via your Account for any reason, you will remain liable to us for the applicable direct debit amounts.
- Direct Debit Authorization. Each time you choose to fund your Account via direct debit, you authorize us to debit your bank account up to such amount pursuant to your Entries, including any applicable taxes and fees. Your authorization under these Terms will remain in full force and effect until the later of (i) closure of your Account, or (ii) payment of all fees and other amounts you owe under the applicable services agreement between you and Nium.
- No Notification; Correction of Errors.After you authorize an Entry, you will not receive a separate notice from us of the amount, timing of the debit, or any other information about the debit, before we process and debit your account. To determine if a transfer has been credited to your Nium Account, you can review the transactions on your Account or contact Nium for more information.
In addition to authorizing debits to the bank account, you also authorize CRB to credit your bank account if necessary to correct an erroneous direct debit in the amount necessary to correct the error. If we make an error when executing an Entry, we will refund you the amount paid. If you receive a refund, you are not entitled to, you agree to pay CRB back immediately.
- Reinitation of Debit Entries. If CRB is unable to collect the amount of any debit due to insufficient funds in your bank account, then we may reinitiate that debit in the same amount up to a maximum of two (2) additional times in accordance with the ACH Rules.
- Fees Chargeable. If your bank rejects a direct debit transaction or if a direct debit transaction is subsequently disputed by you or your bank for any reason other than as a result of our error, CRB may charge you applicable fees.
- Refusing an Entry; Termination of Direct Debit.CRBmay refuse to process an Entry or revoke your access to the ACH network at any time for any reason, including if (i) we are unable to debit your bank account or Account, as applicable, for any reason; (ii) you have requested a direct debit refund of any amount that has been properly paid; (iii) you breach these Terms, the ACH Rules, or any applicable services agreement; (iv) we determine your use of direct debit may cause us to breach or incur liabilities under the ACH Rules; or (v) requested by NACHA.
- Amending or Cancelling Entries.You can amend or cancel an Entry by providing Nium with written notice in accordance with the timeline provided by the ACH Rules.
- No Liability.You agree to be bound by all Entries accepted by CRB in good faith and will be liable for all losses, expenses, and liability, resulting from, related to, or caused by CRB's processing or execution of an Entry, regardless of whether such losses, expenses, or liability occur due to unauthorized, incorrect, incomplete, or fraudulent transactions.
6. UCC Article 4A Disclosure.
Your credit entry may be transmitted through the ACH network. Your rights or obligations, as an Originator, concerning the credit entry are governed by and construed in accordance with the laws of the State of New Jersey, unless you and the originating depository institution have agreed that the laws of another jurisdiction govern their rights and obligations. Credit given by the receiving depository financial institution (“RDFI”) to the receiver for the entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or through a funds transfer system in accordance with Section 4A-403(a) of UCC Article 4A. If the RDFI does not receive such payment for the entry, the RDFI is entitled to a refund from the receiver in the amount of the credit to the receiver’s account, and the originator will not be considered to have paid the amount of the credit entry to the receiver.
7. Right to Audit.
You agree to promptly provide information CRB may request from you to confirm your compliance with these Terms, including the ACH Rules and applicable law. CRB may immediately suspend or terminate your access to the Account, including the ACH network, if you fail to provide information or documentation to CRB upon requests under this section.
8. Right to Set-off:
If your Account balance is negative or you are determined to owe Bank any amounts for any reason, CRB can use the funds in your Account or any other account that you own at CRB to repay any owed amount without further notice to or demand on you. CRB has the right to set off direct or contingent, past, present or future liability that you owe against any account you have with CRB. You hereby grant CRB a lien on and security interest in the funds on deposit in each of your Account as security for the entirety of your liabilities and obligations to CRB.
9. Limitation of Liability.
Except as required by applicable law, CRB shall have no liability to you if CRB is unable to complete a transaction for any reason. Except as otherwise expressly provided in these Terms or as otherwise required by applicable law, CRB and the parties with whom Bank contracts in order to offer your Account and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to your Account, any products or services purchased using Account, or these Terms.
10. Indemnity.
You agree to defend, indemnify, and hold harmless CRB and its subsidiaries and affiliates employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys' fees) that arise from your use of the Account, including but not limited to your acts or omissions, or your violation of these Terms, applicable law, or your fraud or willful misconduct.
11. Termination, Suspension, Closure of the Account.
Notwithstanding anything in these Terms, CRB may, in its sole and absolute discretion and without notice or liability to you, refuse to open, suspend, or terminate the Account at any time and for any reason. CRB may close or suspend your use of the Account if you violate these Terms or any other agreement you enter into with CRB or Nium or as required by applicable law, law enforcement, or any regulatory authority.
12. Governing Law.
Any dispute arising under these Terms shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey without reference to the conflicts of laws principles thereof. You and CRB hereby waive trial by jury in any court action or proceeding to which they may be parties, arising out of, in connection with or in any way pertaining to, these Terms.