FIDUCIARY DEPOSIT ACCOUNT AGREEMENT
Effective: April 12, 2019
By accessing or using any of the services (“Service”) as defined below, the user (“you”, “your” or “Renter”) accept and agree to the terms and conditions of this agreement (this “Agreement”) with Roost Enterprises Inc., Delaware corporation (“our”, “Rhove”, “us” or “we”).
As used in this Agreement, the following terms shall have the following meanings:
- a. App: Rhove’s mobile application or services.
- b. Evolve Bank & Trust: Evolve Bank & Trust, member FDIC, together with any affiliates thereof.
- c. FBO Account: That term as defined in Section 2 of this Agreement.
- d. our, Rhove, us or we: That term as defined in the first paragraph of this Agreement.
- e. Service: Any products, services, content, features, technologies, or functions, and all related websites, applications (mobile or otherwise) and services offered to you by Rhove in connection with an account, FBO Account as defined below, or any other service provided by Rhove to you.
- f. Service Fees: At this time, Rhove does not charge any services fees for the services it provides. However, Rhove reserves the right to charge Service Fees at a later date by providing you with 30 days advance notice, and where such fees are allowed by law.
- g. Site: Rhove’s website and/or App.
- h. Synapse: Synapse Financial Technologies, Inc., a Delaware corporation, , a financial services software company.
- i. Trust Account: That term as defined in Section 6 of this Agreement.
- j. you, your or Renter: (i) that term as defined in the first paragraph of this Agreement; (ii) is a registered user of Rhove’s mobile application or services; and (iii) accepted the terms of this Agreement.
Terms and Conditions - By entering into this Agreement, you also agree to the terms and conditions of (a) Synapse, our current third-party banking software and payment-processing provider, which can be found at https://synapsefi.com/legal, https://synapsefi.com/tos-evolve and https://synapsefi.com/privacy (collectively, “SynapsFI TOS”), and are hereby incorporated by this reference, (b) Rhove, which can be found at https://rhove.com/legal, https://rhove.com/termsofservice and https://rhove.com/privacypolicy/ (collectively, “Rhove TOS”), and are hereby incorporated by this reference, and (c) Evolve Bank & Trust, which can be found at https://www.getevolved.com/disclosures/, https://www.getevolved.com/privacy-policy/, and https://www.getevolved.com/fraud-and-security/ (collectively, “Evolve TOS”), and are hereby incorporated by this reference. You hereby acknowledge reviewing each TOS referenced above prior to executing this Agreement.
User For Benefit of (FBO) Account – By entering into this Agreement and using our services, you hereby authorize Rhove to deposit and hold your funds for your benefit at Evolve Bank & Trust in an account ("FBO Account") in the name of Rhove and held by Rhove at Evolve Bank & Trust. For purposes of applicable FDIC deposit insurance limitations, please note that deposits in Evolve Bank & Trust FBO Account may not be separately insured from any other deposit accounts you may have with Evolve Bank & Trust.
a. Annual Savings Reward: The Annual Savings Reward (Rate) applied to your FBO Account shall be disclosed to you at account creation and in your monthly statements. The Rate may vary, and Rhove may notify you at any time of Rate increases or decreases. In any case, the Rate shall be effective 15 days after your receipt of the notice.
Fund Transfers - Fund transfers will be done electronically and may occur immediately after being authorized (or when you are in default of a contribution that is due). By entering into this Agreement, you understand and agree that Rhove reserves the right, in its sole discretion, to obtain a pre-authorization of your banking account in order to verify your account and relevant account balance. Please note that Rhove cannot control any fees that may be charged to you by your bank related to transfers or otherwise, and Rhove disclaims all liability in this regard. Currently, all bank communications and transfers are stored at https://synapsefi.com/ using application level Advanced Encryption Standard (AES) 128-bit encryption over secure HTTPS connections.
Electronic Fund Transfers (“EFTs”) and Account Balances –
a. EFT Terms of Service - By creating an account with Rhove and initiating bank deposits or withdrawals (i.e. EFTs), you agree to the Synapse TOS and the Evolve TOS with respect to Synapse’s financial institution partner, Evolve Bank & Trust, each of which are incorporated herein by reference. Terms not defined in this section shall be defined as set forth in the Synapse TOS.
b. User Account and Privacy - When you sign up for an account with our Site or App, you will also be signing up for a Synapse User Account (as defined in Synapse TOS). You authorize us, to the maximum extent required to complete your transactions, to share your identity and banking information, and any other applicable information and payment instructions, with Synapse to open and support your User Account as further detailed in the Rhove TOS and Synapse TOS. It is your responsibility to make sure the data you provide to us and to Synapse is accurate and complete. Additionally, you are responsible for complying with the Synapse TOS when using your User Account. It is your responsibility to read and understand Synapse TOS as it contains terms and conditions relating to your Synapse user account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitrations provisions.
c. Linked Account and FDIC Eligibility - When you open a Synapse User Account, you will link a checking or savings account to perform EFT and, if applicable, deposit funds into your Synapse User Account. Deposits into your User Account are held at Synapse's financial institution partners as detailed in the Synapse TOS.
DEPOSITS HELD IN A USER ACCOUNT MAY BE ELIGIBLE FOR INSURANCE BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) ON A PER USER BASIS DEPENDING ON THE RULES AND LIMITATIONS SET FORTH BY THE FDIC. FOR PURPOSES OF APPLICABLE FDIC DEPOSIT INSURANCE LIMITATIONS, DEPOSITS IN ACCOUNTS AT THE FINANCIAL INSTITUTIONAL PARTNER(S) OPENED THROUGH THE FINANCIAL INSTITUTIONAL PARTNER(S) WITH SYNAPSE MAY NOT BE SEPARATELY INSURED FROM ANY OTHER ACCOUNTS YOU MAY HAVE OPENED WITH THE FINANCIAL INSTITUTIONAL PARTNER(S), DEPENDING ON THE NAMED ACCOUNT OWNERS.
d. Transactions - All EFT transactions are performed by and deposits are held by Synapse's financial institution partner, Evolve Bank & Trust. Rhove and Synapse only transmit transaction instructions to Synapse's financial institution partner. Rhove will provide you with all transactions notifications and User Account balances in addition to providing customer support relating to your Synapse User Account.
- i. Cancel and Suspend Transactions - Rhove reserves the right to cancel or suspend transactions at its discretion for reasons including but not limited to fraud or compliance related concerns.
e. Transfer Limits - The maximum number of withdrawals is limited to six (6) withdrawals per month. Rhove may, at our discretion, impose additional limits on the type, number and/or amount of electronic fund transfers that Users may make. Limitations on the frequency and dollar amount of transfers will be disclosed within the app and may be updated at Rhove’s sole discretion. If transfer limits are modified, changes will be disclosed to Users.
f. Account Support - All questions regarding EFT transactions or your Synapse User Account must be directed to firstname.lastname@example.org and not to Synapse or its financial institution partners. Rhove is responsible for resolving issues and errors relating to transactions and account balances pursuant to Section 10 of this Agreement. However, as bank services are provided through Synapse, if you would like to report a complaint relating to the bank services, email email@example.com.
Taxes - Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). By entering into this Agreement, you understand and agree that it is your responsibility to determine what, if any, Taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report and remit the correct Taxes to the appropriate authority. Rhove is not responsible for determining whether any Taxes apply to your transaction, or for calculating, collecting, reporting or remitting Taxes arising from any transaction.
Eligibility – You must be a resident of the United States or one of its territories, at least 18 or older and legally able to enter into a contract. By accessing or using the Service you represent and warrant that (i) you agree to be bound by these Terms and (ii) that you are not legally prohibited from receiving or using the Service under the laws of the country in which you access or use the Service.
Account Information - You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Rhove reserves the right to suspend or terminate your account and your access to the Service if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party. You will immediately notify Rhove of any unauthorized use of your User Account. Rhove assumes no responsibility for User Content, User account information, or for any User’s compliance with any applicable laws, rules and regulations.
Transaction Errors – Please notify us as soon as you can by emailing us at firstname.lastname@example.org (1) if you believe a transaction receipt or a statement is wrong, or (2) if you need more information about a transaction on the receipt or statement. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Your inquiry must include: (x) your name, email associated with your account, and your account number (if available); (y) a description of the error or the transaction you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; and (z) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry via email within ten (10) business days.
a. Ten-Day Time Period - Rhove will investigate promptly and, except as otherwise provided in this paragraph, shall determine Rhove shall report the results to you in writing within 3 business days after completing its investigation. Rhove shall correct the error within one business day after determining that an error occurred.
b. Forty Five-Day Time Period – If Rhove is unable to complete its investigation within 10 business days, Rhove may take up to 45 days from receipt of a notice of error to investigate and determine whether an error occurred, provided Rhove does the following:
- i. Provisionally credits your account in the amount of the alleged error (including interest where applicable) within 10 business days of receiving the error notice. Rhove need not provisionally credit your account if: (1) Rhove does not receive written confirmation within 10 business days of an oral notice of error; or (2) The alleged error involves an account that is subject to Regulation T (Securities Credit by Brokers and Dealers, 12 CFR part 220);
- ii. Informs you, within 2 business days after the provisional crediting, of the amount and date of the provisional crediting and gives you full use of the funds during the investigation;
- iii. Corrects the error, if any, within 1 business day after determining that an error occurred; and
- iv. Reports the results to you within 3 business days after completing its investigation (including, if applicable, notice that a provisional credit has been made final).
c. Extension of time periods - The time periods described above may be extended as follows:
- i. Extension of Ten-Day Time Period - The time limit for resolution is extended to 20 business days in place of 10 business days if the notice of error involves an electronic fund transfer to or from the account within 30 days after the first deposit to the account was made; or
- ii. Extension of Forty Five-Day Time Period - The time limit for resolution is extended to 90 days in place of 45 days for completing an investigation, if a notice of error involves an electronic fund transfer that occurred within 30 days after the first deposit to the account was made.
User Account Privacy –
b. Information you provide: When you connect your financial accounts with Rhove’s App, either directly or integrated through one of its third-party online banking services partners (including, but not limited to, Synapse or Plaid), you may provide, through such integrated services, login information required by your financial institution to access your account, such as your username and password, answers to challenge questions, or a security token. When providing this information, you give Rhove, either directly integrated through one of its third-party online banking services partners (including, but not limited to, Synapse or Plaid), the authority to act on your behalf to access and transmit your information from the relevant financial institution.
c. Collection and Sharing: We may collect, use, and share information we collect in an aggregated or de-identified manner (that does not identify you personally) for any purpose permitted under applicable law. This includes creating or using aggregated or de-identified data based on the collected information to develop new services and to facilitate research.
d. How we use your information: We use the information we collect to operate, improve, and protect the services we provide to our developers, and to develop new services. More specifically, we use your information: a) to operate, provide, and maintain our services; b) to improve, enhance, modify, add to, and further develop our services; c) to protect you, our developers, our partners, or Rhove from fraud, malicious activity, and other privacy and security-related concerns; d) to develop new services; e) to provide customer support to our developers, including to help respond to your inquiries related to our service or our developers’ applications; f) to investigate any misuse of our service or our developers’ applications, including violations of our terms and conditions, criminal activity, or other unauthorized access to our services; and for any other purpose with your consent.
e. Security: We take deliberate steps designed to protect end user information in our possession. These steps include, but are not limited to, maintaining information security controls such as data encryption, firewalls, logical and physical access controls, and continuous monitoring. These controls are regularly evaluated for effectiveness against industry-standards internally and by independent security auditors.
f. Retention: We retain information we collect about you for as long as necessary to fulfill the purposes outlined in this Policy, unless a longer retention period is required or permitted under applicable law, regulation, or contract. As permitted under applicable law, even after you stop using an application or terminate your account with our developers we may still retain your information (for example, if you still have an account with another developer or if there is residual information within our databases or systems); however, your information will only be used and shared as required by law or in accordance with this Policy.
Electronic Fund Transfer Disclosure Statement: The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
A. Definitions: Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.
B. Your Liability: Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.
Termination and User Account Deactivation -
a. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Rhove Services, unless terminated earlier in accordance with the Terms.
b. We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time: (a) terminate these Terms or your access to our Service, and (b) deactivate or cancel your User account. Upon termination, we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Rhove terminates these Terms or your access to our Service, or deactivates or cancels your User account, you will remain liable for all amounts due hereunder.
c. You may cancel your User account at any time by contacting Rhove and closing your account for all of the Services that you use.
Controlling Law and Jurisdiction.
a. Choice of Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Ohio, and shall be interpreted in all respects as a Ohio contract. Any dispute, controversy, claim or action arising from or related this Agreement likewise shall be governed by the laws of Ohio, exclusive of choice-of-law principles.
b. Arbitration: In the event of a dispute between you and Rhove arising out of or relating in any way to this Agreement, such dispute shall be submitted to the American Arbitration Association and shall be resolved by means of arbitration by a panel of three arbitrators.
- i. Arbitration shall be limited solely to deciding the merits of any controversy or dispute relating to the Agreement. Such arbitration shall be pursuant to the International Dispute Resolution Procedures of the American Arbitration Association and shall be conducted in Franklin County, Ohio, or such other location as the Parties may select by mutual agreement. The language of the arbitration shall be English.
- ii. The arbitrators shall issue a reasoned award, and it shall be final and binding upon you and Rhove and not subject to further appeal. The arbitrators shall be empowered to award money damages but may not award consequential, incidental, exemplary or punitive damages or order specific performance.
- iii. The Parties hereby consent to the nonexclusive jurisdiction of the state and federal courts of Franklin County, Ohio, United States, for the enforcement of any arbitration award.
Class Action Waiver: You and Rhove agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may 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. Any relief awarded to any one Rhove user cannot and may not affect any other Rhove users.
Amendments: This Agreement, as amended, changed or updated, constitute a binding contract between Rhove and you. We will notify you of any amendments, changes or updates. Your non-termination or continued use of the Services after the effective date of any amendments, changes, or updates constitutes your acceptance of the Agreement, as modified by such amendments, changes, or updates. You are responsible for regularly reviewing the Agreement. You can review the most current version of the Agreement at any time at https://rhove.com/fiduciarydepositaccountagreement/. If you do not wish to be bound by this Agreement, please do not access or use any part of the Site.