Stearns Terms of Service

Last Updated:

July 1, 2023

This Terms of Service Agreement (Employee) (the “Agreement”) is between Secure, Inc. (“Secure”, “we”, “us” or “our”) and any person (“User”, “you” or “your”) that accesses or uses the Secure website located at securesave.com or any successor site (the “Site”), any Secure mobile application (including the Secure iOS App) (“App”) or the products and services made available by Secure through or in connection with the Site and/or App (the Site, App and such products and services are referred to collectively as the “Services”) This Agreement applies specifically to those persons that have created a User Account (as defined below) with Secure as an employee of an employer that has purchased a subscription for our Services (an “Employee”) or otherwise uses the Services. If you are an individual who is simply browsing the Site and are not using the Services that we provide to Employees or to Employers (a “Visitor”), or if you are an employer that has purchased a subscription for Services (an “Employer”), these Terms of Service do not apply to you, and other terms and conditions govern your relationship with Secure and your use of the Services.

THIS AGREEMENT INCLUDES A BINDING ARBITRATION PROVISION THAT REQUIRES INDIVIDUAL ARBITRATION OF DISPUTES BETWEEN YOU AND SECURE AND CONTAINS A CLASS ACTION WAIVER. PLEASE REVIEW SECTION 12 BELOW FOR MORE INFORMATION.

1. Acceptance of Agreement Terms. By signing an agreement or clicking a box indicating you agree to the terms of this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. Additionally, you represent that you have reached the age of majority in the state or jurisdiction in which you reside. (The Services are not intended for use by anyone under the age of 18.)

2. Services.

Services Descriptions. Secure provides a variety of Services. Additional terms specific to the Secure Payroll Savings Program are found in the “Additional Terms Applicable to Secure Payroll Savings Program.”

~2.1 Fees and Payment. ‍

~~2.1.1. Fees. While in most instances, the fees for Services are paid by your Employer, certain Services may require the payment of fees and/or other charges by you. Additionally, in the event your Employer elects to discontinue its subscription to the Services, Secure may provide you with the option to continue use of the Services, or some part of the Services, subject to your payment of applicable fees. Where applicable, fees will be disclosed to you at the time you subscribe to the Services on a paid basis. Except as expressly set forth in this Agreement or an Order, or where prohibited by applicable law, payment obligations are non-cancellable and fees paid are non-refundable. ‍
~~2.1.2 Payment. You authorize Secure or its payment processor to withdraw fees from your Savings Account, which we may do in our discretion. You are responsible for notifying Secure of any changes to contact or billing information you have previously provided to Secure. We have the right to set-off any liability, direct or contingent, past, present or future that you owe against the Savings Account, subject to applicable law. ‍
~~2.1.3. Fee Changes. Unless otherwise set forth in an Order, Secure reserves the right to change the fees for Services from time to time. Secure will notify you of any change to existing fees for Services to which you have subscribed at least thirty (30) days prior to the effective date of the fee change. If a fee change is not acceptable to you, you may cancel the applicable Services prior to the effective date of the fee change. Your continued use of the Services following the cancellation deadline constitutes your agreement to the fee change. ‍
~~2.1.4. Payment Disputes. Secure will not exercise its rights under the “Overdue Amounts” section above if you have provided Secure with written notice disputing charges reasonably and in good faith and you are cooperating diligently to resolve the dispute. ‍
~~2.1.5 Taxes. All fees charged to you are exclusive of taxes. Except for those taxes based on Secure’s net income, you shall be responsible for all applicable taxes in connection with the subscribed Services, including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Services be subject to withholding tax by any government, you agree to reimburse Secure for such withholding tax. ‍
~2.2. Changes to Services. We reserve the right to enhance, upgrade, improve, modify or discontinue the Services, in whole or in part, as we deem appropriate and in our discretion. Unless we or Bank reasonably believe we are required to do so to protect you, ourselves, Bank or any third party, or to comply with applicable law or by Bank’s regulators, we will not materially reduce the core features or functionality of, or discontinue, any Services to which you have subscribed during the term of your subscription (if applicable) unless we provide you with thirty (30) days’ prior notice. If we discontinue the Services or materially reduce the core features or functionality of the Services to which you have subscribed, you may terminate your subscription to such Services (if applicable) and Secure will provide you with a pro rata refund of any prepaid, unused fees (if any) applicable to the period following the date on which the Services were discontinued or the core features or functionality were reduced. ‍
~2.3. Limitations and Restrictions.
~~2.3.1. The Services are intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and its territories. Secure does not intend to offer any products or services outside the United States and does not represent or warrant that any aspect of the Services complies with any law or regulation of any jurisdiction outside the United States. You represent and warrant that you are a lawful resident of and located in the United States and that you have been lawfully issued by the government of the United States the social security number provided to Secure.
~~2.3.1. By opening your Secure Payroll Savings Program Account you agree that you will not use the App or Services for online gambling, gaming and/or any other activity with an entry fee and a prize including, but not limited, to casino games, illegal social casino games or gaming, sports betting, animal racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes, or for any other activity or transactions that may be considered illegal or prohibited. We may deny any transaction or refuse to accept any deposit that we believe is related to such activity or for any other reason at our discretion. We reserve the right to refuse to pay any payee to whom you may direct payments (if applicable). As required by applicable law, we will notify you promptly if we decide to refuse to pay a payee designated by you. Except as required by applicable law, in no event shall we be liable for any claims or damages resulting from your scheduling of illegal or prohibited payments.
~~2.3.3. You agree to not: (a) make any Services or Secure Content (as defined below) available to any third parties, or use any Services or Secure Content for the benefit of anyone other than you, unless expressly stated otherwise in an Order; (b) sell, resell, license, sublicense, distribute, rent or lease any Services or Secure Content, or include any Services or Secure Content in a service bureau or outsourcing offering; (c) use Services to store or transmit material in violation of the rights of a third-party; (d) use the Services to store or transmit viruses, worms, spyware, malware, malicious code or any similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, system or hardware device; (e) interfere with or disrupt the integrity or performance of any Services or data contained therein; (f) attempt to gain unauthorized access to the Services or its related systems or networks; (g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (h) modify, copy, or create derivative works based on the Services or Secure Content or any part, feature, function or user interface thereof; (i) copy Secure Content except as permitted herein or in an Order; (j) frame or mirror any part of any Services or Secure Content, other than framing on your own intranets or otherwise for its own internal business purposes; (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile any part of the Services or Secure Content; (l) violate any law, rule or regulation applicable to your use of the Services; (m) impersonate another person or entity or otherwise misrepresent your identity; or (n) use any spider, bot, scraper, robot, or other automated means to access or monitor the Services for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Services.

3. Additional Terms. Please note that additional or different terms may apply to your access and use of certain Services (“Additional Terms”). Some Services-specific Additional Terms are set forth at the end of this Agreement. Where applicable, other Additional Terms will be provided, displayed, or otherwise made accessible to you at or before the time you subscribe to or enroll for Services to which the Additional Terms apply. Any such Additional Terms are incorporated into and supplement this Agreement. In the event of a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will govern to the extent of the conflict.

4. Privacy Statement. Our Privacy Statement describes how Secure collects and processes the information you provide to us when you use the Services. You agree that by accessing or using the Services you consent to the collection and processing of such information by Secure as described in the Privacy Statement. See the Additional Terms below for additional information on privacy statements for specific Services.

5. Changes to this Agreement. Secure reserves the right to change this Agreement from time to time. If Secure changes this Agreement, we will notify you of any such changes by posting the revised Agreement on the Services and/or by sending you a communication to an email address associated with an account you have with Secure. You should review this Agreement periodically for any changes. All changes shall be effective upon posting, and we will revise the “Last Updated” date above on the date any revised version of this Agreement becomes effective. Your continued access or use of the Services after any change to this Agreement constitutes your agreement to be bound by any such changes.

6. User Accounts. In order to access or use certain features of the Services, you must be provided with or register for an account with Secure (a “User Account”) and provide certain information. You agree to provide accurate, current and complete information (such as, but not limited to, your name, mailing address, date of birth, social security number and email address) as may be prompted by any User Account registration form available through the Services or otherwise requested by Secure (any such information, “Account Information”). For any individual User who is using the Services, Secure may also ask for a copy of User’s driver’s license or other government-issued identifying documents. User authorizes Secure to obtain, verify, and store information that identifies an individual who creates an Account, is the intended user of an Account, or who accesses the Services. You represent that you are the legal owner of, and that you are authorized to provide Secure with, all Account Information. If any of your Account Information changes, you agree that you will update this information as soon as possible. Secure may, in its discretion, decline to offer the Services for any reason, including User’s failure to provide requested Account Information, if Secure is unable to verify any Account Information, and/or for other lawful business reasons. You are responsible for maintaining the confidentiality of your User Account login information and are responsible for all activities that occur under your User Account. If you believe or have reason to believe that any of your Account Information, including your user identification and/or password, has been compromised, or that another person is accessing your User Account without your authorization, you agree to notify Secure as soon as possible at support@securesave.com. Secure will not be liable for any loss or damage arising from your failure to comply with the above requirements.

7. Ownership and Intellectual Property Rights.

~7.1. User Content. “User Content” means any information, data, text, content, photos, images, graphics, music, and other materials that you provide or cause to be provided to or through the Services by any means (including, without limitation, by posting, uploading, emailing, or submission through the Site). Secure does not obtain any ownership rights in User Content. However, by providing or causing the provision of User Content to or through the Services, you grant (and you warrant that you have all rights necessary to grant) to Secure a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content for use in connection with the Services. You understand and agree that you are solely responsible for your User Content. You represent and warrant to Secure that your User Content and Secure’s use of your User Content as contemplated under this Agreement will not misappropriate or infringe the copyright, trademark rights, moral rights, rights of publicity, intellectual property or proprietary rights or other rights of any third party. Although Secure has no obligation to screen, edit or monitor User Content, Secure may restrict, delete or remove User Content at any time and for any reason, in its sole discretion. THE SERVICES ARE NOT AN INFORMATION STORAGE OR BACKUP SERVICE AND YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR THE PURPOSES OF USER CONTENT STORAGE OR BACKUP. SECURE WILL NOT BE LIABLE FOR ANY LOSS OF OR DAMAGE TO USER CONTENT. ‍
~7.2. Secure Content. “Secure Content” means any information, data, text, content, photos, images, graphics, music, and other materials made accessible on or provided through the Services, excluding User Content. Subject to the terms of this Agreement, Secure grants you, for the duration of the Term, a non-exclusive, non-transferable, non-sublicensable license to download and display locally Secure Content solely for the purpose of using the Services. Any modification, copying, reproduction, distribution, storage, or use of Secure Content for other purposes is prohibited without Secure’s prior written authorization. Without limiting the foregoing, you may not license, sublicense, rent, sell, transfer to, or provide access to Secure Content to a third party or use or exploit any Secure Content for commercial use. ‍
~7.3. Feedback. Secure shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, exploit and incorporate into the Services any suggestions, enhancement requests, recommendations, comments, or other feedback provided by you to Secure. ‍
~7.4. Rights in Services. Secure and its licensors own all right, title and interest, including all intellectual property rights, in and to the Services, including without limitation the Site, App, Secure Content, and Secure trademarks and service marks. The Services are protected under the laws of the United States and foreign countries. Except as explicitly stated in this Agreement, Secure and its licensors reserve all rights in and to the Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notice incorporated in or accompanying the Services.

8. Term; Termination; Suspension.

~8.1. Agreement Term. This Agreement commences on the earlier of: (a) the date you access or use the Services and (b) the date indicated on an applicable Order (“Effective Date”), and will remain in effect until the effective date of a termination of this Agreement made in accordance with the terms of this Agreement. Notwithstanding any language to the contrary, if your Employer elects to terminate its subscription for our Services, or if your employment with the subscribing Employer terminates, we may either (x) terminate this Agreement and your access to the Services, or (y) offer to continue to provide the Services, or some portion of the Services, to you, and in such case this Agreement shall continue in force between you and Secure if you timely accept our offer to continue use of the Services, subject to any additional terms and conditions applicable to your continued use of the Services. ‍
~8.2. Term. Except as provided in this Agreement, the Services will be provided to you for the term specified in the Order applicable to the Services unless the Order is terminated earlier in accordance with the terms of this Agreement or the applicable Order. ‍
~8.3. Termination; Suspension. Unless otherwise set forth in an Order, you may terminate this Agreement and/or your individual subscription (if applicable) via your User Account. Secure may terminate your individual subscription and/or this Agreement (except for the “Additional Terms Applicable to Secure Payroll Savings Program", which may be terminated by Bank): (a) by giving you at least 30 days prior notice; and (b) Secure may immediately suspend or restrict your User Account, suspend or restrict your access to all or part of the Services (including the Savings Account), or terminate your subscription and/or the Services or this Agreement (except for the “Additional Terms Applicable to Secure Payroll Savings Program", which may be terminated by Bank), in each case with or without notice to you, in the event that: (i) Secure reasonably determines that your actions are likely to cause legal liability for, or negative impact to, or impose undue risk on, Secure or other users of Secure’s services; (ii) Secure reasonably believes that you have provided false information to Secure, or have engaged in fraudulent or deceptive practices or violations of applicable law in connection with your use of the Services; (iii) you have failed to pay any amount owing to Secure when due and within 5 days of Secure providing your with notice of non-payment; (iv) upon written notice, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (v) at the request of our bank partner or based on the guidance from or at the direction of any government regulatory agency. If Secure terminates this Agreement, (i) Bank in its sole discretion may determine in its sole discretion whether and how to transition you to a different Bank product or terminate your Savings Account and return the balance to you, less any fees or offsets to which Bank is entitled; and (ii) Secure will have no further obligations or liability to you arising from or relating to the Agreement.‍
~8.4 Effect of Termination.
~~8.4.1. The termination of any of the Services or this Agreement will not affect either party’s rights with respect to transactions occurring prior to termination. Except as expressly set forth in this Agreement, Secure will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Secure’s termination of any subscription or this Agreement.
~~8.4.2. Upon termination of the Services or termination of this Agreement, all rights and licenses granted to you to access and use the terminated Services will automatically terminate; provided, however, that unless you are in material breach of this Agreement, Secure will, for up to thirty (30) days following termination, provide you with the ability to access, view and download information that was available in your User Account at the time of termination. Secure may permanently erase information in your User Account after such 30-day period unless prohibited by applicable law.
~~8.4.3. Sections 2.1, 2.3, 4 and 6-14 will survive any expiration or termination of this Agreement.
~~8.4.4 Subject to applicable law, if your User Account is closed, we will return any funds you have with Secure to you as set forth in Section 2.3 of the Additional Terms Applicable to Secure Payroll Savings Program. Upon your death, ownership of your funds shall pass to your estate, subject to our compliance with state unclaimed property laws as set forth in Section 7 of the Additional Terms Applicable to Secure Payroll Savings Program.

9. Indemnification. You agree to defend, indemnify, and hold Secure, its bank partners, and service providers, its officer, directors, employees, shareholders, agents, successors and assigns (collectively, the “Secure Parties”) harmless from and against all liabilities, claims, damages, costs and expenses, including without limitation, reasonable attorneys’ fees (collectively, “Claims”), that arise from or relate to (i) your violation of any term of this Agreement; (ii) your breach of any representation or warranty in this Agreement; or (iii) your violation of any applicable law, rule or regulation or the rights of a third party in connection with your use of the Services. Secure shall have the right to participate in the defense of any such Claims, at its own cost. You may not settle or negotiate any Claims that result in liability to, or impose any obligation upon, Secure Parties, financial or otherwise, without the written consent of Secure.

10. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR OTHERWISE, SHALL THE SECURE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR THEFT OF DATA, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF THE SECURE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR (B) ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNT YOU HAVE PAID SECURE FOR USE OF THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU.

11. Warranty Disclaimers.

~11.1. EXCEPT FOR EXPRESS WARRANTIES SET FORTH IN APPLICABLE ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE DISCLAIMED BY THE SECURE PARTIES. WITHOUT LIMITING THE FOREGOING, THE SECURE PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED: (A) REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY OF THE SECURE CONTENT; (B) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (C) ARE FREE OF VIRUSES, BUGS, DEFECTS, OR ERRORS; OR (D) THAT ERRORS IN THE SERVICES WILL BE CORRECTED.
~11.2. SECURE DOES NOT PROVIDE, AND THE SERVICES ARE NOT INTENDED AS A SUBSTITUTE FOR, LEGAL, TAX, FINANCIAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. BEFORE YOU MAKE ANY DECISIONS OR IMPLEMENT ANY FINANCIAL STRATEGY, YOU SHOULD OBTAIN ADVICE FROM YOUR ACCOUNTANT OR OTHER FINANCIAL ADVISERS WHO ARE AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES.
~11.3. WE MAINTAIN PHYSICAL, ELECTRONIC, AND PROCEDURAL SAFEGUARDS REASONABLY DESIGNED TO PROTECT THE SERVICES. BECAUSE NO DATA TRANSMISSION IS COMPLETELY SECURE, AND NO SYSTEM OF PHYSICAL OR ELECTRONIC SECURITY MECHANISM IS FOOLPROOF, WE CANNOT GUARANTEE THE SECURITY OF THE INFORMATION YOU SEND TO US OR THE SECURITY OF OUR SERVERS, NETWORKS, SYSTEMS OR DATABASES. THE SECURE PARTIES ARE NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY SECURE. ‍

12. Agreement to Arbitrate; Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

~12.1 Agreement to Arbitrate. Upon demand by the Secure Parties or you, any dispute or claim arising out of or relating in any way to this Agreement or the Services that cannot be resolved directly between you and Secure shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (collectively, the “AAA Rules”) then in effect, except as modified by this Agreement to Arbitrate. The AAA Rules are available at https://www.adr.org. By accessing the Services through an Employer-sponsored plan, you acknowledge and agree that your Employer is a third-party beneficiary of this agreement to arbitrate. YOU UNDERSTAND THAT WITHOUT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL, AND YOU ARE FOREGOING THOSE RIGHTS. ‍
~12.2. Pre-Arbitration Dispute Resolution. Except as set forth herein, prior to initiating an arbitration, you and Secure each agree to notify the other party of any dispute and to engage in good faith negotiations to reach an informal resolution of the dispute. A notification by you shall be made by emailing Secure at support@securesave.com. A notification by Secure will be made by emailing you at the email address you have provided to Secure. If after a good faith effort to negotiate for a minimum of thirty (30) days, either party believes the dispute cannot be resolved informally, it will notify the other party via email (at the email addresses indicated above) prior to initiating arbitration. To initiate arbitration, the initiating party must file a claim with the AAA and provide the other party with the written Demand for Arbitration available at https://www.adr.org, as specified in the AAA Rules. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies, including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. ‍
~12.3 Exceptions. You and the Secure Parties agree that the following disputes are not subject to the above provisions concerning informal dispute resolution and binding arbitration and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) any claim which may be brought as an individual action in a small claims court having applicable jurisdiction. ‍
~12.4 Arbitration Procedures.
~~12.4.1 The Federal Arbitration Act and federal arbitration law govern the interpretation and enforcement of the agreement to arbitrate in this Agreement. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court and must apply and follow the terms of this Agreement to Arbitrate as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope of enforceability of this agreement to arbitrate or the interpretation of the Prohibition of Class and Representative Actions and Non-Individualized Relief section below, shall be for a court of competent jurisdiction to decide.
~~12.4.2 The arbitration will be conducted by a single arbitrator. If you and Secure cannot agree on who the single arbitrator should be, then the AAA shall appoint an arbitrator. Secure agrees that any required arbitration hearing may be conducted, at your option: (a) in the county where you reside; (b) in King County, Washington; (c) in any other location to which you and Secure both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $10,000, solely through the submission of documents to the arbitrator. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The award of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
~~12.4.3 Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise stated in this agreement to arbitrate. If the value of the relief sought is $10,000 or less, at your request, Secure will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Secure should be submitted by mail to the AAA along with your Demand for Arbitration and Secure will make arrangements to pay all necessary fees directly to the AAA. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Secure for all fees associated with the arbitration paid by Secure on your behalf that you otherwise would be obligated to pay under the AAA Rules. ‍
~12.5. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND THE SECURE PARTIES EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. UNLESS BOTH YOU AND SECURE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND SECURE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE TO PROCEED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. ‍
~12.6 Right to Opt Out. You have the right to opt out of the provisions of the agreement to arbitrate set forth in this Section 12 by sending written notice of your decision to opt out within 30 days after first becoming subject to this agreement to arbitrate. Your notice must include an unequivocal statement that you wish to opt out of this agreement to arbitrate, your name and address, the email address you have provided to Secure, or if you have not previously provided an email address to Secure, an email address at which you can be reached. The notice must be sent to Secure at support@securesave.com. If you opt out of this agreement to arbitrate, all other parts of this Agreement will continue to apply to you. You acknowledge and agree that your decision to opt out of arbitration with Secure will not affect the opt-out rights of any other Users, including those of your Employer.

13. Monitoring and Recording Telephone Calls and Consent to Receive Communications. Subject to federal and state law, we may monitor or record phone calls for security reasons, to maintain a record and to ensure that you receive courteous and efficient service. You consent in advance to any such recording as a condition of this Agreement and your use of the Services. To provide you with the best possible service in our ongoing business relationship for your User Account we may need to contact you about your User Account from time to time by telephone, text messaging or email. However, we will first obtain your consent to contact you about your User Account in compliance with applicable consumer protection provisions in the federal Telephone Consumer Protection Act of 1991 (TCPA), CAN-SPAM Act and their related federal regulations and orders issued by the Federal Communications Commission (FCC).

Your consent is limited to your User Account and any Savings Account, and as authorized by applicable law and regulations.
Your consent is voluntary and not conditioned on the purchase of any product or service from us.

With the above understandings, you authorize us to contact you regarding your User Account or Savings Account throughout its existence using any telephone numbers or email addresses that you have previously provided to us by virtue of an existing business relationship or that you may subsequently provide to us.

This consent is regardless of whether the number we use to contact you is assigned to a landline, a paging service, a cellular wireless service, a specialized mobile radio service, other radio common carrier service or any other service for which you may be charged for the call. You further authorize us to contact you through the use of voice, voicemail and text messaging including the use of pre-recorded or artificial voice messages and an automated dialing device. If necessary, you may change or remove any of the telephone numbers or email addresses at any time using any reasonable means to notify us, as long as you maintain at least one telephone number or email address for us to contact you.

14. General Terms.

~14.1 Governing Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without reference to its conflict of law provisions. Subject to and without waiver of the arbitration provisions of Section 12 above, any judicial proceedings arising out of or relating to this Agreement or the Services must be brought in, and you and Secure hereby consent to the exclusive jurisdiction and venue in, a state or federal court of competent jurisdiction located in King County, Washington. You and Secure waive any right to object to venue in such courts. Note that notwithstanding the above, the laws of the State of Minnesota govern the Additional Terms Applicable to Secure Payroll Savings Program below. ‍
~14.2 Third-Party Sites and Services. In using our Services, you may view content provided by third parties, including links to websites of third parties (“Third-Party Content”). Secure does not control, endorse or adopt any Third-Party Content and has no responsibility for Third-Party Content. Any business dealings or correspondence you have with such third parties are solely between you and the third parties. Secure is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk. If you provide any information to a third party, the third party’s use of your information will be governed by the third-party’s privacy statement, not Secure’s Privacy Statement. ‍
~14.3 Force Majeure. Notwithstanding anything to the contrary contained in this Agreement, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including without limitation, acts of God, pandemics or epidemics, acts of war or terrorism, acts or orders of government, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Provided, however, that in the event of any such occurrence, each party agrees to make a good faith effort to perform its obligations hereunder. ‍
~14.4 Severability. In the event any of the terms or provisions of this Agreement shall be held to be invalid or unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. ‍
~14.5 Waiver. Any waiver by a party of any provision of this Agreement, whether in writing or by course of conduct or otherwise, shall be valid only in the instance in which it is given, and shall not be deemed a continuing waiver of any provision, nor shall it be considered a waiver of any other provision. ‍
~14.6 Assignment. Secure may assign or transfer this Agreement and Secure’s rights and obligations hereunder without restriction. You may not assign or transfer this Agreement or your rights or obligations hereunder, by operation of law or otherwise, without Secure’s written consent, and any attempt to do so without such consent will be null and void and of no effect. Subject to the preceding, this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their permitted successors and assigns. ‍
~14.7 Entire Agreement. This Agreement, including all agreements referred to and incorporated herein, sets forth the entire understanding and agreement between you and Secure, and supersedes any and all other oral or written agreements or understandings between the parties.

‍

ADDITIONAL TERMS

Additional Terms Applicable to California Residents

The following Additional Terms apply to Users that are residents of California:

To the maximum extent permitted by law, Users who are California residents expressly agree to waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the debtor.”

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

The provider of the Services is Secure, Inc., 218 Main St, #440, Kirkland, WA 98033. To file a complaint regarding the Services or to receive further information regarding use of the Services, please send a letter to the above address or contact us via email at support@securesave.com (with “California Resident Request” as the Subject Line). You may also contact the Division of Consumer Affairs, Consumer Information Division in writing at 1625 North Market Blvd., Suite N-112, Sacramento, California 95814, by telephone at 800.952.5210 / 916.445.1254 or via the Internet at www.dca.ca.gov.

Additional Terms Applicable to Secure Payroll Savings Program

The Secure Payroll Savings Program savings account is offered and provided by Stearns Bank N.A. (“Bank”), an FDIC-insured depository institution, through Secure. For the purposes of this “Additional Terms Applicable to Secure Payroll Savings Program” section of the Agreement, use of the terms “Secure”, “we”, “us” or “our” means Bank and Secure and their respective successors, affiliates, or assignees where applicable. These Additional Terms Applicable to Secure Payroll Savings Program are governed by Minnesota law as set forth in Section 16.

The following Additional Terms apply to your use of the Secure Payroll Savings Program:

1. General Description of Service. The Secure Payroll Savings Program is designed to help Employees save money from their paycheck automatically. Your Employee Savings are not tax-free or tax-deferred under the Internal Revenue Code. Eligible Employees wishing to participate may accept an invitation from their Employer, create a User Account, and make savings elections (such as specifying the rate of savings). Employees may increase or decrease the rate of savings, stop savings or request a transfer of funds, in each case through the Employer’s Secure Payroll Savings application (the “Employer Application”).

2. Employee’s Set-Up and Responsibilities. ‍

~2.1. Invitation to Services; Employee Elections. An eligible Employee may receive an invitation from their Employer to participate in the Secure Payroll Savings Program. After accepting an invitation, the Employee will be required to provide Secure with, and update and maintain (through the Employer Application) during the term of Employee’s participation, certain information, including the following: (a) Employee’s contact information; (b) Employee’s bank account information; (c) Employee’s elections regarding the rate of savings; and (d) such other information as Secure may reasonably require from time to time to provide the Secure Payroll Savings Program to Employee. Employee acknowledges and agrees that: (x) changes to Employee’s savings plan must be requested sufficiently in advance of Employee’s payroll date (as determined by Employer) in order to become effective, and that changes made after such time may not become effective until the next payroll date; and (y) requested changes may be subject to Employer’s approval prior to implementation.

~2.2. Linked Bank Account. An Employee enrolling in the Secure Payroll Savings Program is required to have an account in Employee’s name at a United States-based depository financial institution (“Linked Account”) and to link Employee’s Linked Account to Employee’s User Account. Employee will be required to provide information necessary for Secure to validate Employee’s Linked Account, including but not limited to the bank name, bank address, bank account number and routing number. Secure may decline to allow enrollment in the Secure Payroll Savings if Secure is unable to validate the Linked Account. If the Linked Account is a joint account, Employee represents and warrants that Employee has the authority to: (a) bind all other account holders to Employee’s obligations under this Agreement; and (b) enter into this Agreement independently of all other account holders. Employee agrees that Employee will indemnify and hold Secure harmless from any claims by any other person holding an ownership interest in the Linked Account. Employee is solely responsible for any fees and charges imposed by Employee’s bank or financial institution on authorized transactions made pursuant to this Agreement.
~2.3 Electronic Communications. In order to open a User Account, you must also agree to go paperless. This means that you must: (1) provide us with a valid email address, (2) verify you have the technical capability to transact with us electronically, (3) intend to transact with us electronically, and (4) agree to accept electronic delivery of all communications that we need or decide to send you in connection with your User Account. Please refer to the E-SIGN Disclosure for additional details. ‍

3. Secure Custodial and Savings Accounts.

~3.1 In accordance with Employee’s elections, and in coordination with Employee’s Employer, we will facilitate the transfer of the amount of funds designated by Employee from Employee’s paycheck to one or more pooled accounts maintained by Bank for the benefit of Secure Payroll Savings Program participants at Bank (each a “Custodial Account”). All funds transferred on behalf of an Employee and held as a subledger balance for the Employee within the Custodial Account (the “Savings Account”) are referred to as “Employee’s Savings.” Employee’s Savings are never held or accessed by Secure. Through this agreement, you agree to appoint Bank as your custodian so that we may open your Savings Account, hold deposits on your behalf and for your benefit, and transfer the Employee Savings to your Savings Account. You will not receive any statements, receipts or other documentation from Bank concerning the Savings Account. Also, you acknowledge and agree that Bank may, in the usual course of business, transfer the Custodial Account to another insured depository institution at any time without notice to you, provided Secure continues to maintain accurate books and records for your Savings Account as contemplated by this Agreement.
~3.2 FDIC pass-through insurance helps protect Employees against the risk of loss of Employee’s Savings should Bank fail. If Bank fails, the Savings Account would be eligible to be insured by the FDIC up to the standard maximum deposit insurance amount (currently $250,000). This limit applies per depositor and ownership capacity, not per account.  When determining an Employee’s coverage limit, the FDIC will aggregate the Employee’s Savings to any amounts Employee holds in the same ownership capacity in other accounts at the same bank. For more information, please visit https://edie.fdic.gov/.
~3.3. Secure will serve as the recordkeeper for the Savings Accounts and will provide certain administrative services including: (a) tracking Employee eligibility based on Employer’s instructions; (b) providing Employees with online access to their Savings Account balances and transaction history; (c) processing transactions, including deposits and transfers; (d) generating statements and reports; and (e) providing customer support.
~3.4. You have the option to designate a Pay-on-Death beneficiary “POD Beneficiary.” This means, upon notification to Secure of your death, ownership of the Savings Account and all funds therein will transfer to the POD Beneficiary and will not be part of your estate. The POD Beneficiary becomes a party to this Agreement upon your death provided that they survive you.

4. Deposits.

~4.1. By enrolling in the Secure Payroll Savings Program, Employee authorizes us to deposit the amounts designated by Employee from Employee’s payroll on each applicable payday into your Savings Account. Additionally, Employee authorizes us to electronically credit Employee’s Linked Account when Employee requests a transfer of Employee’s Savings from the Savings Account to Employee’s Linked Account. Any changes that an Employee makes to Employee’s savings elections, including starting or stopping savings and increasing or decreasing the rate of savings, must be made prior to any deadlines for communicating such changes set by Employee’s Employer.
~4.2 Deposits may be made in U.S. dollars by ACH through direct deposits made by your employer from payroll. You may arrange to have all or a portion of your paycheck direct deposited to your Savings Account. If you want to cancel the direct transfer authorization you will need to make this election within the App and provide sufficient time to act upon the notice. You understand that any payment instructions or activity performed using the App shall be deemed authorized and valid and Secure is under no obligation to investigate the instruction or activity. You may only deposit with Secure funds that are available to you, are not subject to any lien, claim or encumbrance. Secure does not accept the following deposit methods:

~~Cash: We do not accept deposits made in cash. If you mail us a cash deposit, we will send the cash back to you;
~~Foreign Currency: We do not accept any deposits in foreign currency; or
~~International Transfers: We do not accept funds transfers from accounts located outside of the United States.
~If you attempt to deposit funds using any of the above-described methods, we will send all items back to the address we have for you on file or reject and return any foreign funds to the originating bank, without notice to you. We will not be liable if you do not receive the funds. We are not liable for deposits of any kind that you mail to us, including if they are lost in transit, lost in the mail, or otherwise not received by us.
~4.3. Secure reserves the right to reject, delay, suspend or modify any deposit at any time to prevent anticipated loss or harm to Employee, Employer, Secure or any third party. The number of deposits that may be made within a certain period of time and the total dollar value of deposits, both individually and in the aggregate over a certain period of time, may be subject to limitations as communicated to you by us from time to time at our Deposit and Transaction Limits page.
~4.4. Deposits made by ACH and received by us on a business day before 3:00 PM Central Time will be considered received that day. Deposits made by ACH and received on a business day after 3:00 PM Central Time, or at any time on a non-business day, will be considered received the following business day. Once an ACH has been initiated, it may take up to three (3) business days for those funds to be made available. You should check the App to confirm the deposit has been posted to your account and the funds are available.
~4.5. If a deposit or transfer to your Savings Account is returned or rejected for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. ‍

5. Transfers and Withdrawals.

~5.1. All Employee’s Savings will remain in the Custodial Account until Employee instructs us to transfer any or all of Employee’s Savings from the Custodial Account by submitting a request within the App, or a transfer is otherwise made as described below. Your Savings Account allows the following types of EFTs:
~~(i) via ACH to an eligible bank account located in the United States;
~~(ii)if this functionality has been made available to you, via an original credit transaction (such as Mastercard MoneySend or Visa OCT) to an eligible debit card; or
~~(iii) any other fund transfer method supported by Secure from time to time. We may add or remove payment methods available for transferring Employee’s Savings at any time in our sole discretion.
~Employee agrees to pay the then-current fees applicable to such transfers, which can be found on the Fees page. Secure may change the fees applicable to any transfer method at any time, and Employee’s use of the App, Site or Service following such change to transfer funds shall evidence your consent to the revised fees.
~5.2. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. To determine your Available Balance, we start with your ledger balance at the beginning of the business day and subtract any pending debits presented to us throughout the day. We may not receive and may not process transactions in the order in which they occurred.
~5.3. You may check your Available Balance at any time through the App. Keep in mind that the Available Balance may not reflect every transaction you have initiated or previously authorized, and so may not reflect the balance that is immediately available. You should check your balance to determine if you have sufficient funds to execute a transaction.
~5.4. You cannot withdraw funds by check and we do not permit you to create checks drawn on your Savings Account. ATM withdrawals are not supported at this time. You may not withdraw funds or initiate funds transfers by telephone instruction.
~5.5. Secure reserves the right to reject, delay, suspend or modify any fund transfer at any time to prevent anticipated loss or harm to Employee, Employer, Secure or any third party. You agree to promptly provide any additional information with respect to any fund transfer, including the destination account, that we may request. Except as otherwise expressly provided herein or as required by applicable law or payment network rules, transactions authorized in the App, Site or otherwise through the Service are irreversible and non-refundable. Secure relies on the fund transfer instructions that you or your Employer provides to us, and we have no obligation to verify the accuracy of any payment instruction or whether the destination account information matches Employee’s information. We are not responsible for any lost funds or other liability that may result from following Employee’s payment instructions.
~5.6. If Employee does not have sufficient available funds in Employee’s Savings to cover the amount of the requested transfer, the request for the transfer will be declined. We may also transfer funds from Employee’s Savings to the Linked Account with or without notice to Employee upon the termination of this Agreement or the termination of Employee’s enrollment in the Secure Payroll Savings Service. If the Linked Account is closed or Bank is otherwise unable to transfer the funds in Employee’s Savings to the Linked Account, we will send Employee a check for the amount of the funds to Employee at the last-known street address for Employee in our records.
~5.7. The number of transfers that may be made within a certain period of time and the total dollar value of transfers, both individually and in the aggregate over a certain period of time, may be subject to limitations as communicated to you by us from time to time at our Deposit and Transaction Limits page. You cannot establish a regular schedule of preauthorized payments from your Savings Account.
~5.8. Transactions that overdraw your Savings Account are not permitted. If the Available Balance in your Savings Account is not sufficient to cover any transaction you have authorized, we can refuse to process the transaction. However, there may be instances where your Savings Account can still become overdrawn. For example, if a deposit is returned. In such an instance, we will not charge you an overdraft or insufficient funds fee, but you must make a deposit immediately to cover any negative balance. If your Savings Account has a negative balance at any time, we may suspend your Services and close your Savings Account.
~5.9. You are liable for any account shortage resulting from charges, overdrafts or returns, whether caused by you or another person with access to your Savings Account. If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal, you agree to cooperate with us in the investigation of the loss, including giving us an affidavit containing whatever reasonable information we require concerning your account, the transaction, and the circumstances surrounding the loss. You further agree that you will notify law enforcement authorities of any criminal act related to the claim of unauthorized transactions and provide us with a copy of any police reports or investigative summaries. You agree that you will not waive any rights you have to recover your loss against anyone who is obligated to repay, insure, or otherwise reimburse you for your loss. You will pursue your rights or, at our option, assign them to us so that we may pursue them. Our liability will be reduced by the amount you recover or are entitled to recover from these other sources.

6. Termination of Employment with Employer; Termination of Subscription.

~6.1. If an Employee participating in the Secure Payroll Savings Program is terminated by or discontinues employment with their Employer, or an Employer terminates its subscription to the Secure Payroll Savings Program, Employee will continue to have access to the Secure Payroll Savings Program. Any Employer-provided benefits, such as but not limited to Employer matching, will terminate following termination of employment or termination of Employer’s subscription. Employee will be provided notice of any fees, charges, or program changes or limitations which may become applicable to Employee following a termination of employment or an Employer’s termination of its subscription in advance of any fees, charges, changes or limitations becoming effective. If Employee elects to continue to participate in the Secure Payroll Savings Program following the termination of Employee’s employment with Employer or the termination of Employer’s subscription, Employee’s obligations with respect to any applicable fees or charges, including payment and related obligations, shall be as set forth in Section 2.2 of the Agreement.
~6.2. You can initiate closure of your Savings Account at any time and for any reason by submitting a request through the App or by contacting Secure by email at support@securesave.com, and Secure will close your Savings Account within a reasonable time of receiving such request, subject to the other provisions of this Agreement. It is important to understand that simply reducing your Available Balance to zero ($0.00) is not sufficient to close your Savings Account, you must contact Secure as described above. We reserve the right to refuse your request if you have a negative balance on your Savings Account.
~6.3. In addition to your right to close your Savings Account as described above, as between Bank and Secure, Bank shall have the sole right to close your Savings Account, which it may do for any reason, including but not limited to termination or suspension of the Services.
~6.4. The closure of your Savings Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation owed by you, our limitations of liability, and any terms governing arbitration).

7. Transfer of Funds after Termination; Unclaimed Funds. We may also transfer funds from the Savings Account to Employee’s Linked Account with or without notice to Employee upon the termination of this Agreement or the termination of Employee’s enrollment in the Secure Payroll Savings Service , in the event that the Employee doesn’t elect to continue participating, or Secure declines to allow Employee to continue participating in the Secure Payroll Savings Program following the termination of Employee’s employment with Employer or the termination of Employer’s subscription. If Employee’s Linked Account is closed or Bank is otherwise unable to transfer the funds in the Savings Account to Employee’s Linked Account, we will send Employee a check for the amount of the funds to Employee at the last-known street address for Employee in our records. If Employee has enrolled in the Secure Payroll Savings Program and does not access or otherwise use the Services for a certain period of time, or if we are unable to locate Employee following a termination of this Agreement or Employer’s termination of a subscription to the Secure Payroll Savings Program, applicable law may require us to report Employee’s Savings held in the Savings Account as unclaimed property. If this occurs, we may try to locate the Employee at the Employee’s last-known address shown in our records. If we are unable to locate Employee, we may be required to deliver Employee’s Savings to the applicable state as unclaimed property. The applicable period of time to report and deliver funds to a state varies by state, but is typically between two and five years.

8. Account Disputes. We may place an administrative hold on the funds in your Savings Account (refuse payment or withdrawal of the funds) if it becomes subject to a claim adverse to: (1) your own interest; (2) others claiming an interest as survivors or beneficiaries of your Savings Account; or (3) a claim arising by operation of law. The hold may be placed for such a period of time as we believe reasonably necessary to allow a legal proceeding to determine the merits of the claim or until we receive evidence satisfactory to us that the dispute has been resolved. We will not be liable for any items that are dishonored as a consequence of placing a hold on funds in your Savings Account for these reasons. If the dispute is not resolved in a timely manner or to prevent risk of loss to the Secure Parties, Secure may interplead the funds in the Savings Account to court to determine ownership of the funds.

9. Legal Process. If we are served with a subpoena, restraining order, writ of attachment or execution, levy, garnishment, search warrant, or similar order relating to the Custodial Account or the Savings Account (termed “legal action” in this section), we will comply with that legal action and may continue to allow you to use your Savings Account. Or, in our discretion, we may freeze the assets in the Savings Account and not allow any payments out of the Savings Account until a final court determination regarding the legal action is made. In these cases, we will not have any liability to you if there are insufficient funds to pay your items because we have withdrawn funds from your Savings Account or in any way restricted access to your funds in accordance with the legal action. Any fees or expenses we incur in responding to any legal action (including, without limitation, attorneys’ fees and our internal expenses) may be charged against your Savings Account. The list of fees applicable to your Savings Account provided elsewhere herein may specify additional fees that we may charge for certain legal actions.

‍10. Compliance with Laws. By obtaining a Savings Account or using the Services, you represent and warrant that you are authorized under U.S. federal, state and local laws to conduct financial transactions with us and you are not subject to sanctions by the Office of Foreign Assets Control (“OFAC”). We reserve the right to check your names against OFAC’s database and block or reject transactions until we are satisfied that neither you nor any beneficiaries or receiving parties are subject to OFAC sanctions. ‍

11. Address or Name Change. You are responsible for notifying us of any change in your physical or email address or your name. Unless we agree otherwise, change of address or name must be made in writing by you. We will attempt to communicate with you only by use of the most recent email address or telephone number you have provided to us.

12. Additional Privacy Statement. The separate Privacy Statements of Secure and Bank, respectively, describes how each respective party collects and processes the information you provide to us when you use the Services. You agree that by accessing or using the Services you consent to the collection and disclosure of such information by us as described in the Privacy Statement and as follows:

To comply with applicable law, including but not limited to, the Bank Secrecy Act, anti-money laundering regulations and U.S. Department of Treasury, Office of Foreign Assets Control sanctions programs;
Where it is necessary for completing a transaction or if we are unable to complete an electronic transfer because of insufficient funds;
To verify the existence and condition of your User Account or Savings Account for a third party such asa credit bureau or merchant;
To persons acting in a fiduciary or representative capacity on behalf of you;
To comply with government agency or court orders;
As disclosed in Stearns Bank’s privacy policy;
To verify your identity and determine if we should open a User Account or Savings Account for you using third party services;
To protect against or prevent fraud; and
If you give us written permission and have not revoked it.

Please see Secure’s Privacy Policy here.

Please see the Bank’s Privacy Policy here. ‍

13. Truth in Savings Disclosures.

~13.1. The Secure Payroll Savings Program is an interest-bearing program. The interest rate on daily balances will never be less than 0.05% or more than 0.80%. A balance of 0.01 is needed to earn the annual percentage yield (“APY”). At our discretion, we may change the interest rate and APY on your Employee’s Savings at any time, including after account opening. For further information, please review the Stearns Bank Truth-In-Savings Disclosure for SecureSave Accounts.
~13.2. There is no minimum deposit amount required to participate in the Secure Payroll Savings Program, and there is no minimum balance of Employee’s Savings required to avoid the imposition of fees and maintain an open User Account or Savings Account.
~13.3. We may limit withdrawals to your Savings Account as disclosed in our Deposit and Transaction Limits page.

14. Additional Electronic Funds Transfers Disclosures.

~14.1. If you believe that the secure access credentials to access your User Account or your Savings Account (“Access Credentials”) have been lost or stolen, or if you believe a transfer has been made for you using information from your Access Credentials without your permission, you must notify us at support@securesave.com or (206) 666-4900 within 2 business days. Under most circumstances, if you notify us within 2 business days after you learn of the loss or theft of your Access Credentials, you will lose no more than $50 from your Employee’s Savings if someone used your Access Credentials to initiate an ACH transaction without your permission. Failure to provide timely notice to us could cause you to lose all of your Employee’s Savings. We generally will not be able to recover any funds sent to a debit card or via RTP.
~14.2. We will periodically send you statements and reports reflecting the current amount of your Employee’s Savings as well as recent transactions and transfers made from your Savings Account. If your statement shows transfers that you did not make, including those made using your Access Credentials or by other means, tell us at once. Failure to provide notice to us within 60 days after the statement was mailed to you could prevent you from recovering any of the transferred funds. If a good reason (such as a long trip during which you were unable to receive Communications or a hospital stay) kept you from telling us, we may elect, at our sole discretion, to extend the time period applicable in that instance.
~14.3. For purposes of this Agreement, our business days are generally Monday through Friday except federal holidays, or any day that Stearns Bank is open for business.
~14.4. You may use your Access Credentials solely to transfer funds from your Savings Account to your Linked Account, or to a separate deposit account owned by you.
~14.5. We will disclose information to third parties about your Savings Account or the transfers you make:
~~14.5.1. Where it is necessary to complete a transfer of funds that you have directed us to make;
~~14.5.2. In order to verify the existence and condition of your User Account or your Secure Payroll Savings Program Account for a third party, such as a credit bureau or merchant;
~~14.5.3. In order to comply with government agency or court orders, or as otherwise required by law; or
~~14.5.4. If you give us your written permission.
~14.6. You will receive an account statement from us on a quarterly basis. Additionally, an account statement will be sent to you in each month where any transfers are made to or from your Savings Account. Account statements will be sent in electronic form to the e-mail address associated with your User Account. You will not receive paper statements.
~14.7. If we do not complete a transfer to or from your Savings Account on time or in the correct amount according to this Agreement, we may reimburse you, in whole or in part, for the losses or damages that you suffer due to such failure to timely transfer the correct funds. However, there are some exceptions. We will not be liable, for instance:
~~(i) If, through no fault of ours, you do not have enough funds in your Savings Account to make the transfer;
~~(ii) If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken;or
~~(iii) For any other exception stated in this Agreement.

15. Error Resolution Notice.

~15.1. In case of errors or questions about transfers from your Savings Account, if you think any of the recurring statements or receipts that we provide to you are incorrect, or if you need more information about a transfer set out in a statement or receipt that we provide to you, you may reach us by telephone at (206) 666-4900, through physical mail at 218 Main St, #440, Kirkland, WA 98033, or email us at support@securesave.com. We must hear from you no later than 60 days after we sent the FIRST billing statement on which the problem or error appeared. In providing notice to us regarding a potential error in your Savings Account, you must:
~~(1) Tell us your name and account number (if any);
~~(2) Describe the error or the 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; and
~~(3) Tell us the dollar amount of the suspected error and approximately when the error occurred.
~15.2. If you notify us of issues in your Savings Account by telephone, we may require that you send us your complaint or question in writing within 10 business days. If we make this request, your notice will not be deemed to have been received by Secure until we have received it in written form.
~15.3. We will determine whether an error occurred within 10 business days after we receive your notice and will work to correct any error promptly. If we determine that we need more time in order to resolve your concerns, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will temporarily credit your Savings Account within 10 business days for the amount that you believe is in error, so that you will have the use of the money during the time it takes us to complete our investigation. The credited amount may be removed from your Savings Account by Secure once our investigation is complete. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your Savings Account.
~15.4. For errors involving new Savings Accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new Savings Accounts, we may take up to 20 business days to credit your Savings Account for the amount you think is in error.
~15.5. We will provide you with our response to your question or your report of a potential error within 3 business days after completing our investigation. If we decide that there was no error, we will send a written explanation to the e-mail address associated with your User Account. You may ask for copies of non-confidential and non-proprietary documents that we used in our investigation.
~15.6. If you need additional information about our error resolution procedures, call us at (206) 666-4900 or email us at support@securesave.com.

16. Governing Law. Notwithstanding anything to the contrary, the Additional Terms Applicable to Secure Payroll Savings Program shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without reference to its conflict of law provisions. For the avoidance of doubt, the Agreement (other than these Additional Terms) shall continue to be governed by the laws of the State of Washington.

17. Miscellaneous Terms.

~17.1. You understand and agree that the initiation and transmission of each debit and credit will be subject to, and made in accordance with, U.S. law and the Operating Rules of the applicable payment network.
~17.2. You acknowledge that the electronic authorization contained in this Section represents your written authorization for payment transactions as provided herein and will remain in full force and effect until you notify Secure that you wish to revoke this authorization by contacting us via the Employer Application or via email at support@securesave.com. We will notify you of any scheduled funds transfer in advance of the transaction date.
~17.3. These Additional Terms form a part of, and are hereby incorporated by reference by and into, the Agreement. To the extent that any term of the Agreement conflicts with the terms set forth in these Additional Terms, these Additional Terms shall control. Without limiting the preceding, you acknowledge and agree that the sections of the Agreement cited below shall govern with respect to any interactions that you have or may have with Bank in receiving the Services, and that any references to “Secure” in each of the sections below shall be read as a reference to “Bank” for purposes of the Additional Terms:
~~17.3.1. Section 5 – Changes to this Agreement
~~17.3.2. Section 8 – Term; Termination; Suspension.
~~17.3.3. Section 9 – Indemnification
~~17.3.4. Section 10 – Limitations of Liability
~~17.3.5. Section 12 – Agreement to Arbitrate; Dispute Resolution
~~17.3.6. Section 13 – Electronic Communications; SMS Messages
~~17.3.7. Section 14 – General Terms

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