Onyx VISA Debit Cardholder Agreement i3

Onyx Private Consumer VISA Debit Cardholder Agreement
Last updated: November 3, 2023
Please read this Onyx Private VISA Debit Cardholder Agreement (the “Agreement”) carefully and retain it
for your future reference. This Agreement applies to the Onyx Private VISA Debit Card(s) (singularly or
collectively, the “Card”) issued to you by i3 Bank, a bank chartered under the laws of the State of
Nebraska (the “Bank”) and a member of the Federal Deposit Insurance Corporation (“FDIC”). Onyx Card,
LLC (“Program Partner”) is responsible for managing the Card program on behalf of Bank.
The terms and conditions of this Agreement apply to all Cards issued to you by Bank, all replacement
Cards that Bank may issue to you from time to time at our option, and all transactions resulting from any
use of a Card, Card number, and/or 4-digit personal identification number (“PIN”), including through an
automated teller machine (“ATM”), a point-of-sale (“POS”) device, online, or any other use of a Card or
Card number, whether electronic or otherwise. Upon receipt of a Card, you or the authorized user
should sign the signature panel.
Please read this Agreement carefully and keep it for your records. You do not need to sign this
Agreement. This Agreement becomes effective when you accept, activate, sign, or use a Card or allow it
to be used or, if this Agreement is provided to you to replace a previous agreement governing your Card,
as set forth in Section 9.
You agree to be responsible for all uses of a Card, Card number, or PIN. The agreement you make with
us, and the rights and obligations we both have, are governed by and will be interpreted according to
Nebraska and federal law. This Agreement, together with other agreements or disclosures you may
receive from us, such as the Onyx Private Consumer Deposit Account Agreement (“Account Agreement”)
with respect to your consumer deposit account(s) with Bank ("Account(s)"), establishes our and your
rights and obligations. Terms used in this Agreement but not defined have the meaning given in the
applicable Account Agreement. To the extent any of the provisions in those documents are inconsistent
with the information in this Agreement, this Agreement will govern with respect to any Card and with
respect to transactions made with any Card, Card number, and/or PIN.
When you see the words “we,” “us,” or “our” in this Agreement, it refers to Bank, the Program Partner
acting as agent for the Bank, and any of Bank’s affiliates, successors, or assignees. When you see the
words “you,” “your,” or "Cardholder" in this Agreement, it refers to you, the owner of the Account, all
joint account owners, and any individual that has been authorized to use your Card, Card number, and/or
PIN, including any person in whose name you have requested a Card be issued. When you see the word
“person,” it includes both natural persons and legal entities. When you see references to a Card
(including the use of or authorization to use a Card), it includes the Card, Card number, and PIN.
You authorize us to pay from your Account(s) the total amount of any transaction originated by use of a
Card. You also agree that the use of a Card described in this Agreement is subject to the rules,
regulations and fees governing each Account(s) that is accessed by such Card, including Bank's right of
set-off.
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1 Activating the Card and Setting a PIN
1.1 Card Activation
Each Card requires activation before you may use it. You may activate a Card by calling 1-833-333-0417.
You can also activate your Card through the Program Partner mobile application (the “App”). Your
activation and use of a Card mean that you agree to the terms and conditions described in this
Agreement.
If you do not want to activate a Card, you should destroy the Card by cutting it and then dispose of it.
1.2 Personal Identification Number (PIN)
Each Cardholder will be required to select a PIN prior to using a Card for the first time. The 4-digit
numerical PIN is for security purposes. The PIN represents your signature authorizing transactions made
using a Card, identifies the bearer of the Card, and serves to validate and authenticate the directions
given to complete Card transactions.
YOU ARE RESPONSIBLE FOR SAFEKEEPING YOUR PIN. YOU MUST TAKE ALL REASONABLE PRECAUTIONS
SO NO ONE ELSE LEARNS YOUR PIN. YOU MUST NOT DISCLOSE OR OTHERWISE MAKE YOUR PIN
AVAILABLE TO ANYONE NOT AUTHORIZED TO USE YOUR CARD AND YOUR ACCOUNT(S). You agree that
by disclosing your PIN to someone, you are authorizing them to use your Card in the same manner that
you can use your Card.
You are liable for all unauthorized transactions until such time that you send proper notification to Bank
and Bank acknowledges receipt of such notice of unauthorized use in the manner set forth herein.
Your PIN should NOT be written on your Card, kept in the same wallet or place as your Card, or kept
anywhere it is available to others for use.
1.3 Responsibilities
You assume personal responsibility for all transactions, fees, and charges arising from the use of a Card
whether such use is with an ATM, banking terminal, POS device, online transaction authorization,
electronic funds transfer authorization, or any other device, authorization, or means of access.
If you have authorized a person to use a Card in any manner, that authorization shall be deemed to
include the authorization to make withdrawals and transfer funds from the Account to which the Card is
linked, and such authorization shall be deemed to continue until you have taken all steps necessary to
revoke it by preventing such use by that person, including notifying them that they are no longer
authorized to use your Card and informing us as set forth in the following paragraph.
If you have authorized a person to use your Card, your authorization shall be considered by us to be
unlimited in amount and manner and will be effective until the following takes place: (a) you notify us in
writing that you have revoked the authorization and have taken all necessary steps to revoke it; and (b)
we have had reasonable opportunity and time to act on such notification. Your written request to revoke
such authorization will result in the affected Card being closed/canceled within three (3) business days
after we receive your written notice. You will be responsible for all transactions and authorizations made
with the Card until that time. These procedures apply to any authorization for use of your Card, whether
a Card has been issued to the user or temporary use of or access to a Card has been given to the user.
To the greatest extent permitted by applicable law, you agree to pay us on demand for all purchases
made, services rendered, and cash advances made by or to any person using the Card, including all fees
and charges assessed by Bank or any third party. You further authorize us to transfer funds in your
Account(s) to the accounts of third parties you or any other Cardholder may designate using our
services. Except as specifically prohibited by law or regulation, you hereby waive as against us and our
service providers all of your and your Cardholders’ claims, defenses, rights, and offsets now or hereafter
existing against any merchant or other payee for services or merchandise acquired with the Card.
Cancellation of a Card or termination of an Account shall not excuse your obligation to pay for all
purchases or other transactions incurred against or in connection with the Card or the Account through
the effective time of the cancellation or termination. This liability will be joint and several with you and
other Cardholders. You are solely responsible for selecting Cardholders. You must require each
Cardholder to comply with the terms and conditions of this Agreement, and you are responsible for the
failure of any Cardholder to so comply. You acknowledge and agree that you are responsible for
retrieving the Card if you revoke a Cardholder’s authority to use a Card. Except as limited by applicable
law, you will remain responsible for all Card transactions.
Use of your Card requires the maintenance of the associated Account held in your name. If the Account
associated with a Card is closed for any reason, this Agreement will be terminated with respect to such
Card; provided, however, all of your obligations under this Agreement will survive termination.
1.4 Permissible Uses of Your Card
Your Card is not a credit card. Therefore, when using your Card, such as to make cash withdrawals and/or
purchases, keep in mind that the amount of such withdrawals and purchases will be automatically
deducted from your Account(s).
You will use the Card only for personal, household, or family purposes. You may not use (or authorize
any other person to use) a Card for any business purposes. You agree to take all necessary steps to
ensure that each Card is not used for any business purpose. Bank may immediately terminate this
Agreement if you, any other Cardholder, or any Authorized User uses a Card for any business purpose or
in violation of any provision of this Agreement.
1.5 Ownership of Your Card
All Cards remain the property of Bank. Bank may, in its sole discretion, request for any Card to be
returned at any time and may reissue a different Card to replace any Card.
If you receive a request to return a Card, you agree to stop using the Card, cut each Card and return it
immediately to Bank. In addition, you agree to destroy each Card by cutting it immediately upon the
termination of this Agreement or any Account or upon cancellation of the Card.
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We reserve the right to revoke your electronic transaction privileges. You agree that we may terminate,
limit, or modify your right to use any Card at any time in the future without notice to you.
2 Use of the Card
2.1 ATM Cash Deposits
You may use your Card to deposit cash into your Account at an in-network ATM. You can identify an
in-network ATM by looking for the Allpoint logo on or near the ATM.
If you use an ATM to make a deposit, or balance inquiry, you may be charged a fee even if you do not
complete your transaction. This fee is a third-party fee assessed by the operator and is not assessed or
controlled by us. This fee amount will be charged to your Account in addition to any applicable Bank fees
disclosed in this Agreement or your Account Agreement.
You cannot make cash deposits at out-of-network ATMs.
2.2 ATM and Point-of-Sale PIN Withdrawals
With your PIN, you can use your Card to obtain cash from your Account up to the amount of your
Available Balance, subject to any limits set forth in your Account Agreement, at ATMs and POS devices in
the United States that display the Visa, Visa ATM, Plus, Interlink, or Accel acceptance marks. Please note
that not all merchants will permit you to get cash back through their POS devices.
If you make a POS PIN withdrawal or use an ATM, including to make a balance inquiry, you may be
charged a fee even if you do not complete your transaction. This fee is a third-party fee assessed by the
operator and is not assessed or controlled by us. This fee amount will be charged to your Account in
addition to any applicable Bank fees disclosed in this Agreement or the applicable Account Agreement.
2.3 Retail Card Purchases
You may use your Card to make purchases using your PIN at any merchant with a POS device anywhere
that displays the Visa, Visa ATM, Plus, Interlink, or Accel acceptance marks. You may also use your Card
to make purchases without your PIN anywhere that Visa debit cards are accepted. Bank will not charge
you a fee for POS purchases. However, if a third party charges a fee for a POS transaction, that fee will
be included in the amount of the transaction that is shown on your receipt and Account statement.
2.4 Split Transactions
You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount
with cash or another card. This is called a “split transaction.” Some merchants do not permit split
transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you
would like charged to your Card. If you fail to inform the merchant you would like to complete a split
transaction and you do not have sufficient available funds in your Account to cover the entire purchase
amount, your Card is likely to be declined.
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2.5 Online Purchases and Other Card-Not-Present Transactions
You may use your Card to make purchases online, by telephone, or in other situations where you do not
physically present your Card by providing information from your Card. Conducting transactions in this
way has the same legal effect as if you used the Card itself. For security reasons, the amount or number
of card-not-present transactions you are permitted to make may be limited.
2.6 Virtual Card Use
To the extent offered or permitted in connection with your Account, when you open an Account you may
also receive a virtual card (“Virtual Card”) represented by a 16-digit card number, a 3-digit card
verification value (“CVV”) number, and an expiration date. The Virtual Card is separate from your
physical Card and can be managed through the Online Banking Services (as defined in the Account
Agreement). We will issue you a replacement Virtual Card when it expires. The Virtual Card accesses the
available funds in your Account to make card-not-present transactions (see above) anywhere Visa debit
cards are accepted in the same way as your physical Card. The Virtual Card can also be added to a Wallet
(as defined below) in the same way as your physical Card. Your use of a Virtual Card is subject to the
terms of this Agreement, including transaction limitations, to the same extent as your physical Card.
2.7 Use of the Card with Digital Wallets
A digital wallet (“Wallet”) provides another way for you to make purchases with your Card. A digital
wallet is a service provided by another company (such as Apple Pay, Google Pay, Samsung Pay, etc.), that
allows you to use your Card to pay for transactions where the Wallet is accepted. A Wallet may not be
accepted at all places where your Card is accepted, and your Card may not be eligible for all the features
and functionalities of the Wallet. Any use of your Card in or through a Wallet is subject to all terms and
conditions of this Agreement. We may terminate your access to or use of your Card with a Wallet at any
time and for any reason, including if you or any other Cardholder violates the terms or conditions of this
Agreement.
You can add or remove your Card from a Wallet by following the instructions provided by the Wallet
provider. By adding your Card to a Wallet, you agree to allow us to share your Card information with the
Wallet provider. You may be required to take additional steps to authenticate your identity before your
Card is added to the Wallet. We do not charge you any additional fees for adding your Card to a Wallet or
for using your Card in a Wallet. However, any fees and charges that would apply when you use your Card
outside the Wallet will also apply when you use a Wallet to make purchases with your Card or otherwise
access your Card. In addition, the Wallet provider and other third parties such as wireless companies or
data service providers may charge you fees. The digital version of your Card in a Wallet may, in our sole
discretion, be automatically updated or upgraded without notice to you.
We are not the provider of the Wallet, and we are not responsible for providing the Wallet service to you
or for ensuring that your Card is compatible with any Wallet service. We are only responsible for
supplying information to the Wallet provider to allow usage of your Card in the Wallet as you have
requested. We are not responsible for any failure of the Wallet, any mobile device you use with the
Wallet, or the inability to use the Wallet for any transaction. We are not responsible for the performance
of services by any Wallet provider or any other third parties regarding any agreement you enter. We do
not control the privacy and security of any of your information that may be held by the Wallet provider.
Any information held by the Wallet provider is governed by the privacy policy given to you by the Wallet
provider. If you have location services enabled on your mobile device, the location of your mobile device
may be collected and shared by Wallet provider(s) in accordance with their respective data and privacy
policies, including with us. If you ask to add your Card to a Wallet, you authorize us to collect, transmit,
store, use, and share information about you, your mobile device, and your use of the Card in accordance
with our privacy policy, as amended from time to time, available at https://i3.bank/privacy-policy/.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY ARE WE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF A WALLET OR
YOUR USE OF THE CARD OR VIRTUAL CARD IN CONNECTION WITH ANY WALLET OR MOBILE DEVICE.
If you use a Wallet, you should protect your Wallet and your mobile device as you would your Card. If
your Wallet or mobile device is compromised, lost, or stolen, you should also consider your Card lost or
stolen and notify us immediately. Please see below for instructions for reporting a lost or stolen Card.
If you have any questions, disputes, or complaints about a Wallet, contact the Wallet provider using the
information given to you by the provider.
2.8 Foreign Transactions
Charges from foreign merchants and financial institutions may be made in a foreign currency. We will bill
you in U.S. dollars based on the exchange rate on the day we settle the transaction, plus any special
currency exchange charges that may be imposed by us, the Visa network, and/or by any third-party used
to complete the transaction.
The exchange rate between the transaction currency and the billing currency used for processing
international transactions is a rate selected by Visa from the range of rates available in wholesale
currency markets for the applicable central processing date. This rate may vary from the rate Visa itself
receives and from the government-mandated rate in effect for the applicable central processing date.
The conversion rate may be different from the rate in effect on the date of your transaction and the date
it is posted to your Account.
Regardless of whether a transaction is made in foreign currency or in U.S. dollars, additional fees may
apply to all international transactions using the Card. Please refer to our current fee schedule for more
information about our fees.
2.9 Card Authorization Holds
When you use your Card to purchase goods or services or to obtain cash from a merchant, the merchant
may request preauthorization (“Card Authorization”) for the transaction. If the merchant makes such a
request and there are sufficient available funds in your Account, we will approve the transaction and
place a temporary hold on the funds in your Account. This hold will reduce the Available Balance in your
Account. The amount of this temporary hold will usually be the amount of the Card Authorization. The
hold will remain on your Account until the merchant sends the final amount of the transaction to us and
requests payment (“Settlement”). In most cases, if the merchant does not request Settlement or is
delayed in requesting Settlement, the hold will automatically be removed after three (3) days. However,
for transactions with certain merchants, such as hotels, the hold may remain on your account for up to
seven (7) days.
Please note that the merchant controls the timing of both the Card Authorization and Settlement. This
means that a merchant may initiate Settlement after the Card Authorization hold has already been
removed. If the hold is removed and you spend the funds in your Account before Settlement, it may
cause your Account to overdraw. In addition, the Card Authorization amount that the merchant requests
may be different from the Settlement amount. It is therefore important that you keep track of your
transactions and your Account. We cannot stop a Card transaction once we have approved a Card
Authorization and you will be responsible for repaying any negative balance that may occur in your
Account.
3 Card Limitations and Account Balance
There may be limits on the amount and frequency of withdrawals, transfers, and deposits you can make
using your Card. Please refer to the Account Agreement for any limits that may apply to your Account.
You are responsible for keeping track of your Account’s Available Balance (as defined in your Account
Agreement). You acknowledge and agree that the funds available to perform Card transactions are
limited to your Account’s Available Balance and do not include any amounts that are subject to a hold.
You are not authorized to use funds added to your Account in error. Any transaction that could create a
negative balance for your Account is not permitted and may be declined by Bank.
Bank may make adjustments to your Account including to reverse an error, reflect a merchant
adjustment, or resolve a dispute regarding a transaction posted to your Account. These processing and
adjustment entries could cause your Account to have a negative balance. If your Account has a negative
balance, you agree that Bank may automatically apply any subsequent deposits to your Account to
satisfy the negative balance. In addition, Program Partner or Bank may send you a notice explaining the
reason for the adjustment and requesting payment. You agree to pay Bank the amount due on demand
by personal check, money order, or other payment method specified by Bank.
4 Returns and Refunds
Please be aware of the merchant’s return policies before using your Card to make a purchase. Neither
Bank nor Program Partner is responsible for the delivery, quality, safety, legality or any other aspect of
any goods or services you purchase using your Card. If you have a problem with a purchase that you
made with your Card or if you have a dispute with a merchant, you must handle it directly with the
merchant. If you are entitled to a refund for any reason for goods or services obtained using your Card,
you agree to accept credits to your Card for the refund and agree to the refund policy of the merchant.
The amounts credited to your Card for refunds may not be available for up to five (5) days from the date
the refund transaction occurs.
5 Additional Benefits from Visa and Fraud Alerts Program
5.1 Additional Benefits
Your Card may be eligible for certain benefits provided by Visa. Please see the Visa Debit Card Benefits
Guide (https://usa.visa.com/support/consumer/debit-cards.html) for a full description of all benefits for
which you may be eligible, including Visa Zero Liability Benefits
(https://usa.visa.com/pay-with-visa/visa-chip-technology-consumers/zero-liability-policy.html).
5.2 Visa Fraud Alerts Program
Your Card may be eligible for Visa’s Fraud Alerts Program. The Visa Fraud Alerts Program may provide
you with alerts via email, phone call, and/or text messages when Visa’s fraud monitoring system detects
suspicious activity involving your Card.
By giving us your mobile number, you authorize text messaging to notify you of suspected incidents of
financial or identity fraud. Messaging frequency will depend on account activity.  For more information
or fraud alerts support, call 1-833-333-0417.  To cancel fraud text messaging services at any time, reply
STOP to any alert from your mobile device.
We are not the provider of the Visa Fraud Alerts Program, and we are not responsible for providing the
Visa Fraud Alerts Program to you. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO
CIRCUMSTANCES AND UNDER NO LEGAL THEORY ARE WE LIABLE FOR ANY LOSSES OR DAMAGES
RELATING TO THE VISA FRAUD ALERTS PROGRAM.
Alerts sent via SMS may not be delivered to you if your phone is not in the range of a transmission site,
or if sufficient network capacity is not available at a particular time.  Even within coverage, factors
beyond the control of wireless carriers may interfere with messages delivery for which the carrier is not
responsible. We do not guarantee that alerts will be delivered.
6 Fees
There may be fees associated with the use of your Card. Please refer to the Account Agreement for any
fees that may apply to the use of your Card.
7 Errors, Questions, and Lost or Stolen Cards
7.1 In Case of Errors or Questions
If you think your statement or receipt is wrong or if you need more information about a purchase,
transfer, or other transaction, contact us as soon as you can. If the error or question is for a Card
transaction, please contact us at 1-833-333-0417. For all other transactions, please contact us at 1-855
435-4595 or support@onyxprivate.com. We must hear from you no later than sixty (60) days after the
FIRST statement on which the problem or error appeared.
You must provide us with the following information:
▪Your name and Account number.
▪A description of the error or the transaction/transfer you are unsure about and explain as clearly
as you can why you believe it is an error or why you need more information.
▪The dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing by email
within ten (10) business days.
We will try to determine whether an error occurred within ten (10) business days after we hear from
you. If we find there was an error, we will correct it promptly. If we need more time, however, we may
take up to forty-five (45) days – or ninety (90) days for new accounts, POS transactions, and
foreign-initiated transactions – to investigate your complaint or question. If we decide to do this, we will
provisionally credit your account within ten (10) business days for the amount you think is in error, so
that you will have the use of the money during the time it takes us to complete our investigation.
However, if we ask you to put your complaint or question in writing and we do not receive it within ten
(10) business days, we may not provisionally credit your account. For new accounts, we may take up to
twenty (20) business days to provisionally credit your account for the amount you think is in error.
We will provide you the results within three (3) business days after completing our investigation. If we
decide that there was no error, we will send you a written explanation. You may ask for copies of the
documents that we used in our investigation.
7.2 Reporting a Lost or Stolen Card or Replacing Your Card
Tell us AT ONCE if you believe your Card (including your Card information or PIN) has been lost, stolen, or
compromised or if you believe that a transaction has been made without your permission. Reporting a
lost, stolen, or compromised Card or unauthorized use is the best way of keeping your possible losses
down.
If you need to report your Card (or Card information or PIN) as lost, stolen, or compromised, or to
replace your Card for any reason, please contact us at 1-833-333-0417 seven (7) days a week,
twenty-four (24) hours a day. You will be required to provide personal information so that we may verify
your identity before we will issue you a replacement Card.
You agree to assist us in determining the facts, circumstances, and other pertinent information relating
to any loss, theft, or possible unauthorized use of your Card and to comply with such procedures as we
may require in connection with our investigation.
7.3 Your Liability for Unauthorized Electronic Fund Transfers (“EFTs”)
If you tell us within two (2) business days after you learn of the loss, theft, compromise, or unauthorized
use of your Card (including your Card information or PIN), you can lose no more than $50 if someone
uses your Card without permission.
If you do NOT tell us within two (2) business days after you learn of the loss, theft, compromise, or
unauthorized use of your Card (including your Card information or PIN), and we can prove that we could
have prevented the loss had you contacted us, you could lose as much as $500.
If your statement shows EFTs that you did not make and you do NOT contact us within sixty (60) days
after the FIRST statement on which the problem or error appeared, you may not get back any money lost
after the sixty (60) days if we can prove that you contacting us could have prevented the losses.
We can extend these time periods if extenuating circumstances (such as a long trip or hospital stay) kept
you from notifying us.
8 Electronic Fund Transfers
Electronic fund transfers ("EFTs") are transactions that are processed by electronic means and include,
among others, the types of transactions described in this section.
Your Account Agreement provides you with the information and terms about the EFTs that are permitted
on your Account.
8.1 Types of EFTs Supported by Your Card
Subject to your Account Agreement, your Card allows the following types of EFTs:
▪Transfers to or from your Account to a merchant or other third party by providing the third party
with your Card or Card information.
▪Purchases or other transactions using your Card.
▪ATM deposits and withdrawals using your Card.
8.2 Limitations on EFTs
There are limitations on the frequency and dollar amount of transactions you can make to or from your
Account using your Card. These limits are different for each type of transaction. For limits that apply to
Card transactions please refer to your Account Agreement. Your Card may also be subject to
security-related limits. These limits may change from time to time.
8.3 Documentation of Your Transactions
You will receive information and documentation concerning any Card transactions that debit or credit
your Account in the following ways:
▪Statements: We will provide you information about each Card transaction that debits or credits
your Account on your statements. Please refer to your Account Agreement for information about
statements and other ways you may be able to access your transaction history and other
Account information.
▪Receipts: You will have the option to receive a receipt when making a withdrawal from an ATM
or when you make a POS purchase at a merchant. However, for certain small-dollar transactions
you may not receive a receipt.
8.4 Recurring Card Payments (Preauthorized Transfers)
If you authorize a merchant or other third party to automatically initiate a payment using your Card on a
recurring basis, you must do so in writing. If you are issued a new Card with a different expiration date or
a different number, we may (but are not obligated to) provide your new Card number and expiration
date to a merchant or other third party with whom you have set up a recurring pre-authorized Card
payment to facilitate the continuation of your authorized recurring transactions.
If you do not wish us to provide your new Card number and/or expiration date to merchants or other
third parties, please let us know by emailing us at support@onyxprivate.com.
Notice of Varying Amounts
If you have authorized a merchant or other third party to originate regular pre-authorized debits to your
Account using your Card and if these payments vary in amount, the merchant you are going to pay is
required to notify you, ten (10) days before each payment, when it will be made and how much it will be.
You may be given the option to choose to get this notice only when the payment would differ by more
than a certain amount from the previous payment or when the amount would fall outside certain limits
that you set. We are not responsible for the merchant’s compliance with this obligation.
Your Right to Stop Payment
To stop payment on a pre-authorized Card transaction, contact us at 1-833-333-0417 and provide the
information described below.
We must receive your stop-payment request at least three (3) business days before the next payment is
scheduled to be made. If you call, we may also require you to put your request in writing and provide it
to us within fourteen (14) days after you call. If we require written confirmation and do not receive it, we
may remove the stop-payment order after fourteen (14) days.
You must provide us with: (a) your name, (b) your Account number, (c) the company or person taking the
payments, and (d) the date and amount of the scheduled payment you wish to stop. If you want all
future payments from that company or person stopped, be sure to tell us that as well. If you do not
provide us with the correct information, such as the correct payee or the correct amount of the payment
you wish to stop, we may not be able to stop the payment.
You may be charged a fee for each stop payment you request under your Account Agreement. Please
refer to your Account Agreement for fees applicable to your Account.
For non-Card related stop payment requests, please refer to section 4.4.1 of your Account Agreement
Our Liability if We Fail To Stop a Preauthorized Transfer
If you instruct us to stop payment on a pre-authorized transaction three (3) business days or more before
the payment is scheduled and provide us with all information requested, and we do not do so, we will be
liable for your losses or damages proximately caused by our failure. However, we will not be liable if the
company or person initiating the payment changes the dollar amount of the payment or makes other
changes that cause us not to recognize it as the payment you requested be stopped.
8.5 Reporting EFT Errors and Questions
If you think your statement or receipt is wrong, if you believe that an unauthorized EFT has occurred or
may occur, or if you need more information about a transfer or other EFT listed on a statement or
receipt, you should contact us as soon as you can using the telephone numbers set forth in Section 7.1,
above. We will investigate the issue as described in that Section.
8.6 Your Liability for Unauthorized EFTs
Your potential liability for unauthorized EFTs depends on how promptly you notify us. Section 7.3
describes the limits on what you may lose.
8.7 Our Liability for a Failure To Complete A Transaction
If we fail to complete a transaction on time or in the correct amount when properly instructed by you in
accordance with this Agreement, we will be liable for damages proximately caused by our failure or
error. However, there are some exceptions. We are not liable, for instance:
▪If the Available Balance in your Account is not sufficient to complete the transaction through no
fault of ours.
▪If the ATM you use does not have enough cash.
▪If the failure is due to an equipment or system breakdown, such as a problem with the Online
Banking Services provided by Program Partner.
▪If the failure was caused by a refusal, failure, or delay by another financial institution to process
the transaction, by any merchant or other person to honor your Card, by a failure of an ATM or
debit card network to process your transaction, or a similar act or omission by a third party.
▪If the failure was caused by an Act of God, fire or other catastrophe, or any other cause beyond
our control despite reasonable precautions we have taken.
▪If your funds are not available due to a hold or if your funds are subject to legal process.
▪If we do not complete a transaction because we or our service providers have reason to believe
the transaction may be unauthorized or illegal.
▪If your Account is closed or inactive.
▪There may be additional exceptions stated in our or Program Partner’s agreements with you or
permitted by law.
8.8 Our Business Days
Our business days are Monday through Friday, excluding federal holidays and Nebraska banking holidays.
9 Change to Services and Amendment of Terms
The services, functions, and facilities available through the use of the Card shall be determined by Bank
from time-to-time in its sole discretion.
We may change this Agreement, or any fees and features of the Card, at any time by posting an
amended Agreement on Program Partner’s website, https://www.onyxprivate.com/, and any such
amendment will be effective upon posting. We will give you advance notice of any change where
required by law. We may provide such notice to you with your statement, electronically, or by mail. Any
notice we provide to you will be binding and sent to the last (postal or electronic) address in our records.
We may change your address if we receive an address change notice from the U.S. Postal Service. We
may change or terminate this Agreement without notice at our discretion or to comply with any
appropriate federal or state law or regulation.
If we make any of our other banking services available to you in connection with your Card, we may
provide certain terms and conditions for those additional services to you in a separate agreement or
disclosure.
10 Account Information Disclosed to Third Parties
We will disclose information to third parties about your Account and transactions under certain
circumstances, including:
▪Where it is necessary for completing the transaction.
▪To verify the existence and condition of your Account with us (such as to confirm that sufficient
funds are available to cover specific transactions) upon the request from a third party (such as a
credit bureau or merchant).
▪To comply with government agency or court orders, or to protect our legal rights.
▪To service providers who perform business functions on our behalf.
▪If you give us your written permission.
You can more fully understand how we may use and share your information by referring to Bank’s Privacy
Policy at https://i3.bank/privacy-policy/.
We work with one or more third parties, including Unit Finance Inc. (“Unit”) and Program Partner, in
connection with your Card and your Account. Specifically, Unit assists us by performing functions that
you have authorized us to perform, such as processing transactions, handling account operations
including account set-up, transaction monitoring, and customer support, and providing technological
connection to Program Partner and Bank. We may share your information with these and other service
providers that we believe need the information to perform a technology, business, or other professional
function for us such as IT services, maintenance and hosting of our services, marketing partners,
accounting, auditing, and tax services, and other professional services.
11 Our Rights to Cancel Cards and Limit Transactions
We may refuse to issue, deactivate, revoke, suspend or cancel your Card at any time with or without
notice to you, other than as required by law. This includes deactivating or canceling your Card if it has
been lost or stolen to prevent unauthorized transactions. You agree not to use your Card once it has
been deactivated, revoked, suspended, or canceled.
We may also limit your use of the Card, including limiting or prohibiting specific types of transactions. If
you would like to cancel your Card, you may do so at any time by contacting us through the Online
Banking Services or by emailing us at support@onyxprivate.com.
The cancellation of your Card privileges will not otherwise affect your rights and obligations related to
your Account.
12 Indemnity; Disclaimer; and Limitation of Liability
12.1 Indemnity
You will indemnify, defend, and hold us and our officers, directors, shareholders, employees, successors,
predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers
(collectively, "Indemnified Parties") harmless from any and all losses, liabilities, costs, and expenses
(including reasonable fees and expenses for attorneys, experts, and consultants, reasonable
out-of-pocket costs, interest and penalties), settlements, fines, fees, penalties, equitable relief,
judgments, and damages ("Losses") imposed on or sustained, incurred, or suffered by any of the
Indemnified Parties, whether actual or threatened or proven or not, in respect of any and all actions,
audits, arbitrations, assertions, suits, mediations, litigations, proceedings, examinations, hearings,
inquiries, investigations, charges, complaints, claims (including counter or cross-claims), or demands by
whosoever asserted ("Claims"), without regard to the merit or lack thereof, arising from or related in any
way to (a) the matters set forth in this Agreement; (b) breach of this Agreement, including any
warranties; (c) our taking any action or not taking any action that we are entitled to take pursuant to this
Agreement; (d) any action or omission by you or any other Cardholder; (e) fraudulent activity; or (f) our
action or inaction in reliance upon oral, written or electronic instructions or information from you, a
Cardholder, or a person authorized by a Cardholder or by any other person who has an interest in the
Account, who has authority to conduct transactions on the Account, or who is an employee or agent of
yours.
12.2 DISCLAIMER OF WARRANTIES
ALL BANK SERVICES AND CARD FEATURES ARE PROVIDED IS PROVIDED "AS IS", "WHERE IS" AND "AS
AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY
WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WE DO NOT WARRANT BANK’S SERVICES OR CARD FEATURES WILL MEET YOUR REQUIREMENTS, BE
CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE
CORRECTED. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY
IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM
PERMITTED UNDER APPLICABLE LAW.
12.3 LIMITATION OF LIABILITY
EXCEPT AS REQUIRED BY LAW, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT.
EXCEPT AS REQUIRED BY LAW, TO THE EXTENT THAT WE ARE FOUND LIABLE, YOU MAY ONLY RECOVER
AN AMOUNT LIMITED TO YOUR ACTUAL DAMAGES, NOT TO EXCEED THE TOTAL FEES AND CHARGES PAID
BY YOU IN CONNECTION WITH THE SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. OUR LIABILITY MAY
ALSO BE FURTHER REDUCED BY THE AMOUNT OF THE LOSS THAT IS CAUSED BY YOUR OWN NEGLIGENCE
OR LACK OF CARE, AS WELL AS ANY RECOVERY OF THE LOSS YOU OBTAIN FROM THIRD PARTIES.
IN NO EVENT WILL YOU BE ABLE TO RECOVER FROM US ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL,
INDIRECT, OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES (INCLUDING COUNSEL AND THIRD PARTY
FEES OR FINES) OR LOST PROFITS, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR
EQUIPMENT, (a) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES; (b)
EVEN IF SUCH DAMAGES, LOSSES OR EXPENSES WERE FORESEEABLE, (c) WHETHER ARISING UNDER
THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND (d)
EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE
APPLICATION OF THE PROVISIONS OF THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM
EXTENT PERMISSIBLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, BANK WILL NOT BE LIABLE FOR ANY ERROR, FAILURE
OR DELAY IN OUR ABILITY TO PERFORM OUR OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY
ERROR, FAILURE, OR DELAY IN THE PROCESSING OF ANY TRANSFER OR OTHER TRANSACTION, ARISING
FROM OR RELATING TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING ANY ACT OF GOD,
WAR (DECLARED OR UNDECLARED), SABOTAGE, BLOCKADE, REVOLUTION, INSURRECTION, TERRORISM,
CIVIL STRIFE, EXPROPRIATION, NATIONALIZATION, CHANGE IN LAW, GOVERNMENT ACTION, EMBARGO,
SANCTION, ACCIDENT, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, PANDEMIC, EQUIPMENT
FAILURE, SYSTEM FAILURE, TECHNICAL FAILURE, LABOR DISPUTE, UNUSUAL TRANSACTION VOLUME,
SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, OR THE FAILURE OF ANY THIRD PARTY
TO PROVIDE ANY ELECTRONIC, DIGITAL, OR TELECOMMUNICATIONS SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR
FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING THIRD PARTIES USED BY US IN
EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT
AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.
13 Governing Law, Forum, and Time Limits
All actions relating to your Card and this Agreement will be governed by the laws and regulations of the
United States and the State of Nebraska, irrespective of conflict of law principles. You agree that any
dispute arising under this Agreement or relating in any way to your relationship with us that is not
arbitrated pursuant to the arbitration provisions of this Agreement will be resolved in a federal or state
court determined pursuant to that provision.
Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within
two (2) years after the claim arises unless federal or Nebraska law or, if you have another agreement
with us that provides for a shorter time, within that period. If federal or Nebraska law requires a longer
time period than the time periods in this Agreement, you agree to the shortest time period permitted
under the law.
14 Arbitration and Waivers
BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR
RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
14.1 Election to Arbitrate
You and we agree that the sole and exclusive forum and remedy for resolution of a claim be final and
binding arbitration pursuant to this section (the “Arbitration Provision”). As used in this Arbitration
Provision, “Claim” will include any past, present, or future claim, dispute, or controversy involving you (or
persons claiming through or connected with you), on the one hand, and us on the other hand, relating to
or arising out of the Cards or this Agreement, and/or the activities or relationships that involve, lead to,
or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any
part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise
from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of
equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims,
third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims
court, if your Claims qualify and so long as the matter remains in such court and advances only on an
individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the
broadest possible interpretation that is enforceable.
You have the right to opt-out of this arbitration clause and it will not affect any other terms and
conditions of this Agreement or your relationship with us. TO OPT OUT, YOU MUST NOTIFY US IN
WRITING OF YOUR INTENT TO DO SO WITHIN SIXTY (60) DAYS AFTER OPENING YOUR ACCOUNT. Your
opt-out notice can be a letter that is signed by you that states “I elect to opt out of the arbitration clause
in my VISA Consumer Debit Cardholder Agreement for Account #” or any words to that effect. Send the
notice to: 12212 North 156th Street, Bennington, NE 68007. An election to opt out applies only to the
account or accounts identified in your opt-out notice or, if no specific accounts are identified in your
notice, then to any account(s) that became subject to the arbitration clause within the sixty (60)-day
period before we received your notice. The arbitration clause will apply to any claims between us
relating to any account(s) for which we do not receive an opt-out notice as described in this section.
14.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and will be
governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply
substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award
damages or other types of relief permitted by applicable substantive law, subject to the limitations set
forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and
evidence that would apply in a court. The arbitrator will take steps to reasonably protect confidential
information. In any arbitration arising out of or related to this Agreement, the arbitrator will apply the
limitation of liability set forth above and, for the avoidance of doubt, is not empowered to award (a)
punitive or exemplary damages, losses, or expenses, except where permitted by statute, or (b)
incidental, indirect, or consequential damages, or damages for lost profits. The parties waive any right to
recover any such damages, losses, or expenses.
14.3 Informal Dispute Resolution
If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with
a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim
in arbitration, you will first submit your Claim to us by email at support@onyxprivate.com
and provide us with the opportunity to resolve your concern prior to initiating arbitration.
14.4 Arbitration Procedures
The party initiating arbitration will do so with the Judicial Alternatives and Mediation Services (“JAMS”).
The arbitration will be conducted by a single arbitrator according to, and the location of the arbitration
will be determined in accordance with, the rules and policies of the administrator selected, except to the
extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any
questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call
1(800) 352-5267 or visit their web site at www.jamsadr.com. In the case of a conflict between the rules
and policies of the administrator and this Arbitration Provision, this Arbitration Provision will control,
subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of
the administrator apply. The arbitration will be held in the United States county where you live or work,
or any other location we agree to.
14.5 Arbitration Fees
If we initiate arbitration, we will pay all the administrator's filing costs and administrative fees (other
than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees)
will be paid in accordance with the rules of the administrator selected, or in accordance with
countervailing law if contrary to the administrator's rules. We will pay the administrator's hearing fees
for one (1) full day of arbitration hearings. Fees for hearings that exceed one (1) day will be paid by the
party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you
request that we pay them and we agree to do so. Each party will bear the expense of its own attorneys'
fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees,
these statutory rights will apply in the arbitration notwithstanding anything to the contrary herein.
14.6 Appeals
Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for
reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator
administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30)
days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are
appealed. Costs and conduct of any appeal will be governed by this Arbitration Provision and the
administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual
arbitrator that is not subject to appeal, and any panel award on appeal, will be final and binding, except
for any appeal right under the FAA, and may be entered as a judgment in any court of competent
jurisdiction.
14.7 No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS
PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE
SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A
COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing
by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring
claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration
unless those persons are parties to a single transaction. Unless consented to in writing by all parties to
the arbitration, an award in arbitration will determine the rights and obligations of the named parties
only, and only with respect to the claims in arbitration, and will not (a) determine the rights, obligations,
or interests of anyone other than a named party, or resolve any Claim of anyone other than a named
party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No
administrator or arbitrator will have the power or authority to waive, modify, or fail to enforce this
section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, will be
invalid and unenforceable. Any challenge to the validity of this section will be determined exclusively by
a court and not by the administrator or any arbitrator.
14.8 Survival and Severability of Arbitration Provision
This Arbitration Provision will survive the termination of this Agreement. If any portion of this Arbitration
Provision other than the preceding subsection is deemed invalid or unenforceable, the remaining
portions of this Arbitration Provision will nevertheless remain valid and in force. If there is a final judicial
determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to
a particular claim for relief or particular term, then that claim (and only that claim) or that term (and
only that term) must be severed from the Arbitration Provision and may be brought in court. If an
arbitration is brought on a class, representative, or collective basis, and the limitations on such
proceedings in the previous subsection are finally adjudicated pursuant to the last sentence of that
subsection to be unenforceable, then no arbitration will be had. In no event will any invalidation be
deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this
Arbitration Provision.
14.9 Judicial Forum for Claims
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to
apply to you or your Claim, you and Bank agree that any judicial proceeding (other than small claims
actions) will be brought in the federal or state courts of Nebraska. Both you and Bank consent to venue
and personal jurisdiction there. All parties agree to waive our right to a jury trial.
14.10 WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE
A JUDGE OR JURY BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING
TO THIS AGREEMENT AND ARBITRATION PROVISION.
15 Interpretation
Except as otherwise expressly provided in this Agreement, the following rules apply: (a) the singular
includes the plural and the plural includes the singular; (b) all references to the masculine gender include
the feminine gender (and vice versa); (c) “include”, “includes” and “including” are not limiting; (d) unless
the context otherwise requires or unless otherwise provided herein, references to a particular
agreement, instrument, document, law or regulation also refer to and include all renewals, extensions,
modifications, amendments, and restatements of such agreement, instrument, document, law, or
regulation; (e) a reference in this Agreement to a section or schedule is to the section of or schedule to
this Agreement unless otherwise expressly provided; (f) a reference to an Article or a Section in this
Agreement, unless the context clearly indicates to the contrary, refers to all sub-parts or
sub-components of any said Article or Section; (g) words such as “hereunder,” “hereto,” “hereof,” and
“herein,” and other words of like import, unless the context clearly indicates to the contrary, refers to the
whole of this Agreement and not to any particular section, subsection or clause hereof; (h) where the
Agreement states that a Party “shall,” “will,” or “must” perform in some manner or otherwise act or omit
to act, it means that the Party is legally obligated to do so in accordance with the Agreement; and (i)
references to any statute includes any amendments thereto and its implementing regulations.
16 If You Change Your Name or Address
If you change your name, home address, or mailing address, you agree to promptly notify Bank in
writing. If the change does not apply to all of your Cards and Accounts, you agree to inform us at
support@onyxprivate.com which Card(s) and which Account(s) are affected by the change.
17 Miscellaneous
You may not assign, transfer, or otherwise delegate, whether by operation of law or otherwise, the Card
or your rights or obligations, in whole or in part, under this Agreement. Any assignment, transfer or
delegation or attempted assignment, transfer, or delegation in violation of the foregoing shall be void.
Bank may assign, transfer, or otherwise delegate its rights or obligations, in whole or in part, under this
Agreement in its sole discretion. Except with respect to Indemnified Parties and except as otherwise
specified in this Agreement, this Agreement is not intended to and shall not be construed to give any
third party (including any Cardholder) any interest or rights (including any third-party beneficiary rights)
with respect to or in connection with any agreement or provision contained herein or contemplated
hereby. Use of the Card is subject to all applicable rules and customs of any clearinghouse, network, or
other entity involved in transactions. Bank does not waive its rights by delaying or failing to exercise
them at any time. In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon
such determination that any term or other provision is invalid, illegal, or unenforceable, the court or
other tribunal making such determination is authorized and instructed to modify this Agreement so as to
effect the original intent of the parties as closely as possible so that the transactions and agreements
contemplated herein are consummated as originally contemplated to the fullest extent possible. The
headings in this Agreement are only for convenience and do not in any way limit or define your or our
rights or obligations under this Agreement. You agree that this Agreement and the Account
Agreement(s) are the entire statement of the terms and conditions that apply to the subject matter
hereof. If any term or condition of this Agreement should be invalidated or unenforceable for any reason,
all other terms and conditions will continue in full force and effect.
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