Terms & Conditions

Transfer Savings Plan Services Agreement This Transfer Savings Plan Services Agreement (this “Agreement”) is entered into by and among you, the person registering for the Services (“you” or “your”); ParityPay, Inc., a Delaware corporation doing business as Sendmi (“Sendmi”, “we”, “us” or “our”); and the bank indicated in your Sendmi App (“Bank”). It governs your use of the Services described below. By registering for or using the Sendmi App and Services, you agree to be bound by the terms and conditions of this Agreement and any other Service policies or procedures posted at the Sendmi Site or in the Sendmi App. Defined terms used in this Agreement are set forth in Section R below. A. What is the Transfer Savings Plan? The Transfer Savings Plan is a supplemental payroll program that allows you to direct your Employer to deposit a portion of your Compensation into a Transfer Savings Program Account at the Bank (“TSP Account”). The TSP Account is a limited purpose, stored value payroll account accessible through the Sendmi App. It is a subaccount of a pooled account held by Bank or your Employer at Bank for the benefit of persons using the Services. It does not earn interest, but it is eligible for FDIC insurance, as described in Section I below. Using the App provided by Sendmi, you can instruct the Bank (a) to transfer funds from your TSP Account to a Destination Account at a financial institution in the U.S. or (b) to convert funds in your TSP Account to certain foreign currencies and transfer those funds to a Destination Account in a financial institution in an Approved Jurisdiction outside the U.S. Your Sendmi App also can be used to access certain other accounts that you maintain with other financial institutions. See your Sendmi App Terms and Conditions for further information. B. Registration for the Services. 1. In order to use the Services, you must receive an invitation to participate from an Employer that has been approved to participate in the Services. Your Employer may invite you to participate by email, text message, paycheck stub, or other means. To register for the Services, follow the instructions contained in the invitation you receive from your Employer. 2. To be eligible to participate in the Services, you must create a Profile and provide your first and last name, an active email address (that we will verify) and/or a cell phone number to send and receive communications with Sendmi. In addition, you must (a) have a relationship with your Employer as an employee or independent contractor and (b) be at least 18 years old and reside in the United States. 3. Sendmi and Bank may request (and you agree to provide) other information as necessary to identify you or your relationship with your Employer, including requesting to see your driver’s license, pay stubs, or other identifying documents or contact information. You authorize your Employer to provide this information directly to us. The failure to provide such other information may result in your inability to use the Services. C. Making and Modifying a TSP Election. 1. By making a TSP Election, you instruct your Employer to deposit or cause to be deposited into your TSP Account each pay period all or such portion of your Compensation that you may indicate. You may make or cancel a TSP Election, or modify the amount of a prior TSP Election, at any time using the Sendmi Application. Funds will be deposited to your TSP Account by your Employer in accordance with your TSP Election. If you modify an existing TSP Election, it will be effective for your Employer’s next deposit of Compensation to your TSP Account if you make the change before your Employer’s cut-off time for changes to supplemental payroll elections. Consult your Employer for the deadline for changes to your TSP Election. 2. You acknowledge that the transfer of Compensation to the TSP Account will be made in each case after the withholding of allowed payroll amounts and that these transfers will not in any way reduce or otherwise affect any tax or other payroll withholding obligation. You may receive deposits of Compensation to your TSP Account pursuant to a TSP Election only so long as you maintain your employment relationship with your Employer. However, funds may remain in your TSP Account if your employment relationship with your Employer terminates. The terms of your Compensation and any other payments from your Employer to you, including the correct amount of your Compensation and any deposit to the TSP Account, are matters between you and your Employer. Neither Bank nor Sendmi is responsible for resolving any disputes between you and your Employer, including due to an alleged error in any payment by your Employer. 3. No funds may be deposited into your TSP Account other than Compensation from your Employer. Bank may reject any attempt to deposit funds to the TSP Account from a source other than your Employer. D. Managing Your TSP Account. 1. You can use your Sendmi Application to view the balance of your TSP Account and the history of transactions (deposits and transfers) for the immediately preceding 24 months. You can also print copies of your transaction history from the Sendmi Site, or request that a paper copy be mailed to you by contacting customer service via your Sendmi Application or calling toll free 888-699-8982 or 801-839-4010. You can also use your Sendmi Application to update your Profile information and to access customer service features. 2. If you do not log into your Sendmi Application or access your TSP Account for two or more years, Sendmi may disable your Sendmi Application and Bank may close your TSP Account and return your funds to you by check to the last known address on file, or electronically to the most recent bank account on file, or, if required, escheat the balance in your TSP Account to the appropriate state as applicable. E. Sending Funds with Your TSP Account. 1. You may use your Sendmi Application to instruct Bank to transfer funds in your TSP Account to a Destination Account in the United States or an Approved Jurisdiction. In either case, you must provide through the Sendmi Application the information about the Destination Account that is necessary to execute the transfer, such as the account number of the Destination Account and the identity, location, and routing number of the receiving financial institution and identifying information of the recipient. You are solely responsible for the accuracy of the information you provide regarding the Destination Account and the financial institution at which it is held. Neither Bank nor Sendmi undertakes any obligation to identify or correct your errors or to recover funds transmitted to an erroneous account due to inaccuracy of the information you provide. If the Bank receives a return of funds from a rejected transfer, those funds will be credited to your TSP Account unless restricted by applicable law or regulation. 2. If you want to send funds to an account in an Approved Jurisdiction, funds held in your TSP Account will be converted to the currency of that Approved Jurisdiction. The exchange rate used to convert your funds to the currency of the Approved Jurisdiction will be disclosed to you at the time you authorize the transaction and will include a margin in excess of the exchange rate that the Bank receives. Bank may make a profit on the difference between the exchange rate applied for a conversion, and the exchange rate available to us. You should compare the exchange rate disclosed when you request a conversion to other rates available in the market at that time. However, exchange rates quoted in some sources, like newspapers, may not be indicative of exchange rates available to consumers. 3. Bank will use reasonable efforts to cause your requests to transfer funds from your TSP Account to be completed within two business days from the time that you submit the request through your Sendmi Application. However, Bank is not responsible for any delays in processing by payment networks or financial intermediaries or delays in crediting the Destination Account by the receiving financial institution. Bank may delay or cancel your transfer for reasons that include, without limitation, fraud, anti-money laundering and Office of Foreign Assets Control compliance review and to comply with applicable law. 4. If you complete a transfer of funds from your TSP Account to a Destination Account in an Approved Jurisdiction, the transaction history visible in your Sendmi Application will reflect the conversion of funds to the local currency of the Approved Jurisdiction, followed by the transfer of that currency to the Destination Account. 5. Bank will reject any transfer or conversion instruction that, together with any applicable fees, exceeds the amount of funds in the TSP Account. F. What to do if You Think There Has Been an Error or a Problem If you think there has been an error or problem with your remittance transfer: 1. Call us toll free at 888-699-8982 or 801-839-4010 ; or 2. Write us at 3305 W Mayflower Ave, Suite 4, Lehi UT 84043; 3. Email us at support@sendmi.com; or 4. Contact us online at Sendmi.com. You must contact us within 180 days of the date we committed that funds would be made available to the recipient. When you do, please tell us: 1. Your name and address or telephone number; 2. The error or problem with the transfer, and why you believe it is an error or problem; 3. The name of the person receiving the funds, and if available, his or her telephone number or address; 4. The dollar amount of the transfer; and 5. The transaction number. We will determine whether an error occurred within 90 days after you contact us and we will correct any error promptly. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of any documents we use in our investigation. G. What to do if You Want to Cancel a Remittance Transfer You have the right to cancel a remittance transfer to an Approved Jurisdiction and obtain a refund of all funds paid to Bank, including any fees. This right does not apply to transfers to a Destination Account in the United States. In order to cancel, you must contact us at 801-839-4010 or online via the Sendmi Application within 30 minutes of payment for the transfer. When you contact us, you must provide us with information to help us identify the transfer you wish to cancel, including the amount and location where the funds were sent. Bank will refund your money within three business days of your request to cancel a transfer as long as the funds have not already been picked up or deposited into a recipient’s account. H. Unauthorized Activity If you believe that someone may have gotten your Sendmi Application credentials without your permission, or that someone may have accessed your Sendmi Application without your permission, or that your TSP Account has otherwise been compromised, you must inform Sendmi (on behalf of Bank) immediately to prevent loss of funds in your TSP Account. You can lose no more than $50 if someone used your TSP Account without your permission if you tell us within 2 business days after you learn of the unauthorized access to your TSP Account. For these unauthorized transactions, if you do not tell us within 2 business days after you learn of the unauthorized access, and we can prove that we could have stopped someone from using your TSP Account without your permission if you had told us, you could lose as much as $500. Also, if a TSP Account transaction history that you obtain shows transactions that you did not make, tell us at once. If you do not tell us within the lesser of 60 days after you received a written transaction history or accessed an electronic transaction history, and 120 days after the unauthorized transaction was first made available in your transaction history, you may not get back any funds you lost after that period if we can prove that we could have stopped someone from making the unauthorized transaction if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time period. I. FDIC Coverage The funds in your TSP Account are eligible for FDIC deposit insurance up to the maximum limit set by the Federal Deposit Insurance Act and its implementing regulations. As of the date hereof, the maximum limit for FDIC deposit insurance is $250,000 for all deposits held by a depositor in the same ownership right and capacity maintained at the same insured depository institution, subject to the regulations and interpretations of the FDIC. You are responsible for determining whether all deposits you hold in the same ownership right and capacity at the Bank, including the TSP Account, exceed the maximum FDIC insurance available for such deposits. J. Fees. 1. You can make up to five Domestic Transfers per month without paying a transfer fee to Bank. You must pay Bank a $0.25 transfer fee for the sixth and each subsequent Domestic Transfer in the same month. 2. You will pay Bank a $1.00 USD fee each time you transfer funds from your TSP Account to a Destination Account in an Approved Jurisdiction. This is in addition to any exchange rate differential that Bank may retain as described in Section E.2 for converting the funds. 3. You hereby authorize Bank to deduct all fees described in this Agreement from your TSP Account. K. License. Subject to your full compliance with this Agreement, we hereby grant you a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license during the Term to access and use the Services in compliance with this Agreement. L. Termination, Closing Your TSP Account, or Limited TSP Account Access. 1. The term (“Term”) of this Agreement shall commence on the date you agree to this Agreement by registering for the Services and shall continue until this Agreement terminates pursuant to the provisions hereof. 2. You may terminate this Agreement by closing your TSP Account at any time. Before you can close your TSP Account, you must transfer the funds you hold to an account with a financial institution in an Approved Jurisdiction, or use the Sendmi Application to request a check for the amount of funds remaining in your TSP Account. 3. Bank or Sendmi may terminate this Agreement, or the provision of, or your access to, the Services, or close your TSP Account, with immediate effect if Bank or Sendmi believes that you are engaging in or have engaged in any Prohibited Activity. 4. Bank or Sendmi may terminate this Agreement, or the provision of, or your access to, the Services, and Bank may close your TSP Account, for any reason other than your engagement in a Prohibited Activity (addressed at Section L.3) at any time upon 30 days’ notice to you, provided that if Bank exercises its rights under this paragraph then Sendmi may appoint a New Bank pursuant to Section P, and Bank’s termination shall be effective only as to its participation in the Service and this Agreement shall continue in effect among you, Sendmi and New Bank. 5. No termination of this Agreement shall affect your responsibility or liability for acts or omissions that occurred prior to such termination. If you have a positive balance in your TSP Account at the time of termination that is not being held to satisfy your obligations, any such amount will be sent to the primary banking account that we have on file for you at that time. If you do not have a banking account on file, we will cause Bank to issue a paper check and send it to the latest address we have on file for you or that is available from your Employer. If we are unable to return your funds to you, if required, we will escheat the balance in your TSP Account to the appropriate state as applicable. M. Your Privacy. When you create or modify your Profile or engage in or authorize transactions with the Services, you are providing your information directly to both Bank and Sendmi. Protecting your privacy is important to both Bank and Sendmi, and your information in the possession of each is subject to the respective Privacy Policy of that party. Please review Bank’s and Sendmi’s Privacy Policies to better understand the commitments of Bank and Sendmi to maintaining your privacy and the terms governing the use and disclosure of your information. Each Privacy Policy is hereby incorporated into this Agreement; if you do not agree to the terms, you may not use the Services. Without limitation of the foregoing, you authorize Bank and Sendmi to share with your Employer from time to time your TSP Election and any change or cancellation of your TSP Election. You authorize your Employer to share with Bank and Sendmi from time to time your employment status, contact information (including street address, email address and phone number), taxpayer identification number and other information that they may require to complete or validate your Profile, provide you services under this Agreement or satisfy their requirements under applicable law and regulation. N. Prohibited Activities. 1. In connection with your use of the Services, you acknowledge and agree that you will not do any of the following “Prohibited Activities”: (a) Make any unlawful payment or otherwise violate any U.S. or foreign laws, statutes, ordinances, or regulations, including copyright, privacy or publicity rights, or other intellectual property right, in connection with your use or access to the Services, including the Sendmi Application and the TSP Account; (b) Provide false, inaccurate or misleading information when registering for, using or accessing the Services; (c) Attempt to impersonate another person or entity, or otherwise violate the rights of others; (d) Send or receive what Sendmi or Bank reasonably believes to be potentially fraudulent funds; (e) Refuse to cooperate in an investigation or to provide confirmation of your identity or any other information you provide to us; (f) Infringe Sendmi’s, Bank’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (g) Introduce or facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information or otherwise attempt to alter, disable, or disrupt the Sendmi Site or Sendmi Application any way; (h) Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with the Sendmi Site, the Sendmi Application or the Services; (i) Redistribute, sell, rent, lease, sublicense, or otherwise transfer your rights under this Agreement; (j) Publish, e-mail, post, display, broadcast, or otherwise provide to any individual or entity your login name and password used to access your Sendmi Application or any other services or instruction to which you have access by virtue of your status as a Participant; (k) Use the Services, the Sendmi Site, the Sendmi Application or other Sendmi materials in any manner that Sendmi, in its sole discretion, determines to be inappropriate; or (l) Authorize or assist any third party to do any of the things described in this Section N. 2. If we or Bank have reason to believe that you have engaged in any Prohibited Activities set forth above or otherwise breached this Agreement, we or Bank may take various actions to protect Sendmi, Bank or other third parties from any damages. The actions we or Bank may take include: (a) Closing, suspending or limiting your access to your Sendmi Application or your TSP Account; (b) Contacting you and/or warning other law enforcement or regulatory agencies, or impacted third parties of your actions; (c) Updating inaccurate information you provided; (d) Deleting any Profile information or content that relates to any of the Prohibited Activities; (e) Refusing to provide Services to you; and (f) Taking legal action against you. 3. In addition, Bank and Sendmi reserve the right to restrict access to funds, or take any of the actions set forth above, to the extent necessary to complete any pending investigation, including an investigation regarding potential Prohibited Activities, or resolve a pending dispute or as required by law or court order or if otherwise requested by law enforcement or any governmental entity. O. Intellectual Property. “Sendmi” and all logos related to the Services and other trademarks and logos on the Sendmi Site and the Sendmi Application are either trademarks or registered trademarks of Sendmi or its licensors, including Bank. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, trade dress, or the copyrighted works of Sendmi or its licensors. You may not copy, imitate or use any such items without Sendmi’s prior written consent. All rights, title and interest in and to the Sendmi Site and the Sendmi Application, any content thereon, the TSP Account, the technology related to the Sendmi Site, the Sendmi Application and the Services, and any and all technology and any content created or derived from any of the foregoing is the property of Sendmi or its licensors. P. Replacement Bank. Upon 30 days’ notice to you, Sendmi may, in its discretion, appoint another FDIC-insured depository financial institution (“New Bank”) to assume Bank’s obligations under this Agreement and serve as “Bank” hereunder, in which case all references to “Bank” herein shall be deemed to refer to New Bank. Q. General Provisions. 1. Notices. You agree that we and Bank may provide notice to you by posting such notice on the Sendmi Site, in the Sendmi App or emailing it to the email address listed in your Profile. By registering for the Services and accepting the terms of this Agreement, you represent that you can download or print a copy of this Agreement and any related notices or disclosures that you receive by email or on the Sendmi Site and affirmatively consent to receive notices electronically from us, including any disclosures or notices that are required by applicable law. Unless required otherwise by applicable law, any such notice will be deemed received by you at the time it is posted to the Sendmi Site or emailed to you unless we receive notice that the email was not delivered. (a) You may request a paper copy of any legally required disclosures from us at any time, and you may terminate your consent to receive required disclosures through electronic communications by contacting us. We reserve the right to terminate this Agreement and cancel your TSP Account if you withdraw your consent to receive disclosures or other notices electronically. (b) All notices to Sendmi should be sent to: ParityPay, Inc. dba Sendmi 3305 Mayflower Ave, Suite 4 Lehi, UT 84043 notices@sendmi.com (c) All notices to Bank should be sent to: Bridge Community Bank Supplemental Payroll Program P.O. Box 129 Mechanicsville, IA 52306 2. Governing Law; Arbitration. (a) This Agreement will be governed in all respects by federal law and to the extent that federal law does not apply, by the laws of the State of Utah, without regard to conflict of law provisions. You, Sendmi and Bank agree that any claim, dispute or controversy (“Claim”) by you, Sendmi or Bank against another party hereto, or against the employees, agents or assigns of another party hereto, arising from or relating in any way to this Agreement, the Services, the TSP Account or your funds, including Claims regarding the applicability of this arbitration provision or the enforceability of any part of the Agreement, will be resolved by binding arbitration by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The Claim will be heard before a single arbitrator upon whom the parties agree, or if the parties do not agree, an arbitrator selected by agreement of arbitrators nominated by each of Bank, Sendmi and you. For a copy of AAA’s Commercial Arbitration Rules, or to file a Claim or for other information, contact AAA at any AAA office, which are in most major cities in the United States, or online at www.adr.org, by mail at 335 Madison Avenue, 10th floor, New York, New York 10019, or by at telephone 1-800-778-7879. Sendmi and Bank will not invoke the right to arbitrate any individual Claim you choose to bring in small claims court or your state’s equivalent court, if any, so long as the Claim is pending only in that court and does not exceed $5,000. If you so request in writing, Sendmi will advance you the filing, administrative and hearing fees of the arbitration and allow the arbitrator to rule on which of us will ultimately be required to pay those costs. The Arbitration shall be conducted in English. (b) The Services may involve interstate commerce, in which case this arbitration agreement will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”). Any arbitration hearing at which you appear will take place in the federal judicial district where you reside. The arbitrator will follow applicable substantive law to the extent consistent with the FAA, will honor applicable statutes of limitations, and will honor claims of privilege recognized at law. If requested by any party, the arbitrator will write an opinion containing the reasons for the award. The arbitrator’s decision will be final and binding except for any appeal rights under the FAA and except that if the amount awarded exceeds $100,000, any party may appeal the award within 30 days to a three-arbitrator panel which will review the award de novo. The costs of such an appeal will be borne by the appealing party regardless of the outcome. Judgment upon any award by the arbitrator may be enforced in any court having jurisdiction. (c) Nothing in this Agreement will be construed to prevent any party’s use of (or advancement of any claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or property interests for contractual debts now or hereafter owed by any party to the other under this Agreement. (d) This arbitration provision applies to all Claims now in existence or that may arise in the future. This arbitration provision will survive the closure of your Sendmi Application or your TSP Account and termination of this Agreement as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you or any bankruptcy by you. (e) IN THE ABSENCE OF THIS ARBITRATION PROVISION, YOU, WE AND BANK MAY OTHERWISE HAVE A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT AND TO HAVE A JURY TRIAL, AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS. HOWEVER, EXCEPT AS OTHERWISE PROVIDED ABOVE, THIS ARBITRATION PROVISION REQUIRES THAT ALL CLAIMS BE RESOLVED THROUGH ARBITRATION. APPLICABLE ARBITRATION RULES MAY LIMIT PRE-HEARING DISCOVERY RIGHTS AND POST-HEARING APPEAL RIGHTS. NEITHER YOU NOR WE NOR BANK WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER PARTICIPANTS WITH RESPECT TO OTHER PARTICIPANTS OR BUSINESSES, OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. (f) If for any reason the above arbitration provision is deemed to be invalid or unenforceable, then you agree that any Claim you may have against Sendmi or Bank must be resolved by a court located in Utah County, Utah. You agree to submit to the personal jurisdiction of the courts located within Utah County, Utah, for the purpose of litigating all such Claims. 3. Indemnification. You agree to indemnify and hold harmless, and upon our request, defend, us and Bank and our respective affiliates, officers, directors, employees, agents and other representatives from any claims, liabilities, losses, damages, demands, actions, tax assessments, penalties, interest, expenses and costs, including attorneys’ fees and courts costs arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that relates to or arises out of your breach of any covenant, obligation, representation or warranty in this Agreement and/or your misuse of the Services, the Sendmi Site, the Sendmi Application or the Sendmi Application in any way, or any dispute between you and your Employer, whether sounding in tort or contract. 4. Warranty Disclaimers; Damages Exclusions; Limitations of Liability. (a) WARRANTY DISCLAIMERS. SENDMI AND ITS AFFILIATES, AGENTS, CONTRACTORS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES PROVIDE THE SERVICES, THE TSP ACCOUNT, THE SENDMI SITE AND THE SENDMI APPLICATION “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND HEREBY SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT THERETO. IF WE OR BANK OR ANY THIRD PARTY DISCOVER AN ERROR IN OUR PROCESSING OF ANY TRANSFER OR CONVERSION, YOUR SOLE REMEDY AND OUR SOLE LIABILITY WILL BE TO REPROCESS THE TRANSFER FROM THE APPLICABLE SENDMI APPLICATION OR TSP ACCOUNT SOLELY AS NECESSARY TO CORRECT THE ERROR, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW. (b) DAMAGES EXCLUSIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SENDMI, BANK AND THEIR RESPECTIVE AFFILIATES, AGENTS, CONTRACTORS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES HEREBY EXCLUDE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, THE TSP ACCOUNT, THE SENDMI SITE, THE SENDMI APPLICATION OR ANY TRANSFERS CONDUCTED WITH TSP ACCOUNT. (c) LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SENDMI, BANK AND THEIR RESPECTIVE AFFILIATES, AGENTS, CONTRACTORS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR THE TRANSFERS OR CONVERSIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE LESSER OF $50 OR THE AMOUNT OF THE TRANSFER OR CONVERSION INVOLVED. (d) The laws of certain states or other jurisdictions do not allow disclaimers of implied warranties or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. 5. Survival. All rights and obligations of the parties under this Agreement, which by their nature are continuing, will survive the expiration or termination of this Agreement for any reason, including Sections D.2 and L through Q. 6. Force Majeure. In no event will we or Bank be liable to you for any failure or delay by us or Bank (or our or Bank’s respective agents, contractors, owners, officers, directors, employees, representatives and other applicable third parties) in performing obligations under this Agreement if the failure or delay is caused by an event or condition beyond our or Bank’s control. 7. Assignment. You may not assign or transfer any rights or obligations that you have under this Agreement without our prior written consent. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. With the consent of Sendmi, Bank may transfer or assign this Agreement or any right or obligation under this Agreement at any time to another FDIC-insured depository institution. Any assignment or transfer in violation of this section will be deemed null and void. 8. Severability; No Waiver. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon Bank’s or Sendmi’s request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement will remain in full force and effect. Sendmi and Bank will not be deemed to have waived any of rights, power, or remedies hereunder except in writing signed by the authorized agents or representatives of Sendmi or Bank, as the case may be. The waiver by us or Bank of a breach of any term or provision of this Agreement by you will not be construed as a waiver of any subsequent breach. 9. Entire Agreement. This Agreement, along with the documents incorporated by reference in this Agreement, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of you, Bank, and Sendmi in connection with the subject matter of this Agreement. This Agreement may be modified by Bank and Sendmi at any time. Revised versions of this Agreement will be posted on the Sendmi Site. Except as otherwise stated in a notice of changes to this Agreement, revisions to this Agreement will be deemed accepted by you and become effective when you first use the Services after the posting of the revised Agreement; or, if sooner, 30 days after we send you notice of the revisions. 10. Transfer Records and Submissions. All information, documents, photographs and other materials (collectively “Materials”) submitted to us through the Sendmi Site or the Sendmi Application will be deemed and remain the property of Sendmi and Sendmi will be free to use, for purposes consistent with our policies, any such ideas, concepts, know-how, techniques or other information. You hereby assign all right, title and interest, in and to any such Materials to Sendmi, including any intellectual property rights therein. Notwithstanding the foregoing, Sendmi agrees not to use the Materials except in connection with your use of the Services and to cease any such use when you close your TSP Account. 11. Construction. As used in this Agreement, the words “including”, “includes” and their other derivations are non-exclusive and are in each case deemed to be followed by the words “without limitation.” R. Definitions. “AAA” has the meaning set forth in Section Q.2(a). “Approved Jurisdiction” means a country outside the U.S. to which you can direct transfers using the Services. “Claim” has the meaning set forth in Section Q.2(a). “Compensation” means periodic wages or salary you receive from your Employer each pay period, net of all taxes and withholdings. “Destination Account” means the deposit account at a U.S. depository institution or financial institution located in an Approved Jurisdiction to which you seek to transfer funds using the Services. “Employer” means the person or business with whom you maintain an employment relationship or an independent contractor relationship in the United States during the Term of this Agreement. “FAA” has the meaning set forth in Section Q.2(b). “FDIC” means the Federal Deposit Insurance Corporation. “Materials” has the meaning set forth in Section Q.10. “New Bank” has the meaning set forth in Section P. “Profile” means a Participant’s personal identity, contact and preference information maintained via the Sendmi Application. “Prohibited Activities” has the meaning set forth in Section N.1. “Sendmi Application” means a mobile application offered by Sendmi that you may use to access the Services. “Sendmi Site” means the website located at www.sendmi.com that you may use to access the Services and related functionality. “Services” means the ability (i) to make a TSP Election, (ii) to establish, maintain and use a Sendmi Application and a TSP Account and (iii) to transfer funds from your TSP Account to Destination Accounts at U.S. depository institutions or to convert your funds to foreign currency and transfer them to Destination Accounts in Approved Jurisdictions; and any related products and/or services offered via the Sendmi Site or the Sendmi Application in accordance with this Agreement. “Term” has the meaning set forth in Section L.1. “TSP Account” has the meaning set forth in Section A. “TSP Election” means the direction that you provide to your Employer to deposit a specified portion of your Compensation into your TSP Account. “USD” means U.S. dollars. “Sendmi Application” means the software and services provided by Sendmi via the Sendmi Site and the Mobile Application to manage your TSP Account and use the Services, as provided in this Agreement. 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