The Demand Deposit Marketplace® Program Terms and Conditions
I. Introduction
The Demand Deposit Marketplace® Program Terms and Conditions
As of August 28, 2023
The Demand Deposit Marketplace® Program (“Program“) is offered by Bridges Trust Company and or Bridges Trust Company of South Dakota (“Bridges“) as an option to place your cash balances into insured accounts at FDIC member banks. Your funds will be deposited in money market deposit accounts (“MMDAs”) and demand deposit accounts (“DDAs”; MMDAs together with DDAs, are referred to as “DepositAccounts”) at participating or receiving banks (“Receiving Banks” or “banks”), subject to the limitations described herein. Your funds that are deposited through the Program into the Receiving Banksare hereinafter referred to as “Program Deposits.” By selecting the Program, you appoint Bridges as your authorized agent pursuant to the Terms and Conditions set forth herein. Bridges will open an account on your behalf at an FDIC insured depository institution (“Intermediary Bank”) to enable you to access the Program.
Stable Custody Group II LLC sponsors the Program (“Administrator”) and acts as agent of Bridges. Stable delegates certain administrative duties to its affiliate, Reich & Tang Deposit Solutions, LLC.
By participating in this Program, you can increase the FDIC protection on your cash balances. The amount of cash balances covered under FDIC protection will depend on the deposit limits imposed by the FDIC, fundsheld temporarily at the Intermediary Banks, the number of Receiving Banks in the Program, and the numberof Receiving Banks excluded from holding your Program Deposits. The total amount of FDIC protection will change from time to time. Please contact Bridges to identify the current limits in place at any given time.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ THESE TERMS AND CONDITIONS IN CONNECTION WITH CHOOSING TO ENROLL IN THE PROGRAM. IF YOU HAVE ANY QUESTIONS OR DO NOT WISH TO HAVE YOUR CASH BALANCES PARTICIPATE IN THE PROGRAM, PLEASE CONTACT YOUR RELATIONSHIP MANAGER AT BRIDGES.
BY APPOINTING BRIDGES TO SERVE AS YOUR AGENT FOR PARTICIPATION IN THE PROGRAM, THESE TERMS & CONDITIONS BECOME A BINDING CONTRACT BETWEEN YOU AND BRIDGES.
- Summary of Terms and Conditions
This section of the Terms and Conditions is a summary of certain features of the Program. It is prepared for your convenience, and must be read in conjunction with the more detailed disclosure below.
Summary of the Program: Administrator operates the Program. If you choose to participate, Bridges will act as your agent and place your cash balances into the Program. Your Program Deposits will be deposited into Deposit Accounts at multiple Receiving Banks in a manner designed to remain within the FDIC insurance limit at each Receiving Bank, which in the aggregate increases the amount of FDIC protection available toyou. FDIC insurance coverage is available up to its standard maximum deposit insurance amount (“SMDIA”),which is
$250,000, per legal category of account ownership at each bank.
Your Program Deposits are allocated among the Receiving Banks to maximize FDIC coverage. The amount of FDIC insurance coverage available through the Program is based, generally, on the number of Receiving Banks. The level of insurance may change from time-to-time. You should ask Bridges if you want to know the current level of FDIC insurance coverage available to you under the Program.
Access to Funds: You will access Program Deposits through your relationship with Bridges. As required byfederal banking regulations, each Program Bank has reserved the right to require seven
(7) calendar days prior notice before permitting a withdrawal of any Program Deposits from a DepositAccount that is an MMDA. So long as this right is not exercised, your ability to access funds, including the ability to withdraw funds from the Program, should not be impacted. Notwithstanding the foregoing, you will remain obligated for all obligations arising from your account, including, but not limited to, settlement of transactions, checks, and wires.
Determination of Interest Rates: Your interest rate on Program Deposits is based on rates payable by Receiving Banks. Contact Bridges with any questions about your rate. See Section III.J, Interest.
Fees: Bridges does not charge fees for account balances participating in the Program and does not receiveProgram compensation for non-taxable account (i.e., IRA and ERISA accounts) cash balances within the Program. Administrator earns fees based on the amount of money in the Program, including your Program Deposits. The deduction of these fees generally reduces the amount of funds available from Receiving Banks to pay you interest and Bridges does not participate or receive fees earned by the Administrator. See Section III.K, Fees.
Bridges will, however, receive compensation in connection with the Demand Deposit MarketplaceProgram for taxable accounts (i.e., accounts not covered under ERISA, IRA or other restrictions). Such compensation, which is based on client cash balances from taxable accounts in the Program, is determined from time to time by Bridges. Bridges’ compensation is determined bycalculating the difference between rates paid by the Program and the Customer Daily AccrualStandard Rate paid to Customers from taxable accounts. Currently, taxable accounts are paid up to5.00% annual percentage rate of aggregate client balances swept into Program Deposit Accountsoriginating from taxable accounts. Please note that this amount is subject to change as interest ratespaid in the marketplace change as well as the difference between the Customer Daily Accrual Rate paid to customers changes.
This compensation arrangement represents a conflict of interest in that it gives Bridges a financial incentive to have clients participate and maintain cash balances in the Program. Clients with accounts that are charged an investment management fee will pay a fee on all assets in those accounts, including cash balances in the Program, which means that Bridges receives both the asset-based investment management fees and compensation under the Program on such cash balances.
Cash balances swept into the Program will earn a rate of interest that has been established for, and in light of, the features of the Program. The interest rate paid on taxable account cash balances will be determined by Bridges and based on its determination of comparable deposit accounts and alternatives. The interest rate paid on non-taxable account cash balances such as cash balances swept from IndividualRetirement Accounts, ERISA accounts and other accounts in which Bridges does not receive compensation inconnection with the Program, will be based
on the interest paid by the Program and passed through. Generally, the rate you will earn through the Program will be lower than yields on other cash alternatives that are available to you for investment outside of the Program.
II. Risks of the Program:
If you have funds at a Receiving Bank outside the Program, this may negatively impact the availability ofFDIC insurance at such Receiving Bank. If your deposits in a Receiving Bank exceed the then current SMDIA of such bank, the excess funds are not covered by the FDIC deposit insurance. You are solely responsible formonitoring your deposits in Receiving Banks outside of the Program. As such, you should review the list of Receiving Banks carefully. The list of Receiving Banks may change from time to time, and you may contactBridges directly to obtain the most recent Demand Deposit Marketplace Participating Institution List or by visiting www.bridgestrust.com and clicking Disclosures. You are responsible for instructing Bridges to exclude your account(s) from the Program if you do not want your Program Deposits deposited at any of theReceiving Banks. See Sections III.D, Deposits and FDIC Insurance, and III.G, Ability to Exclude Receiving Banks.
In the event of a failure (i.e., the closing of a bank by a federal or state banking regulatory agency) of a Receiving Bank, there may be a time period during which you may not be able to access your money. Where your funds are held in MMDAs, the return of your funds may be delayed. Receiving Banks are permitted to, but rarely do, impose a delay of up to seven days on any withdrawal request from an MMDA.
In the event Administrator, Intermediary Banks and/or Receiving Banks refuse deposits or identify maximumdeposit limitations in which Bridges determines could be exceeded, Bridges may sweep your cash balances to other available sweep options or purchase US Government backed securities deemed to be in your best interest by Bridges’ Chief Investment Officer.
A Money Market Fund (non-FDIC Insured Sweep) alternative will be made available to sweep cash balances if needed or anticipated in the event that deposit limitations are anticipated or imposed by Intermediary orReceiving Banks. Cash allocations invested in a money market fund are subject to money market fund’s management, distribution, transfer agent and other expenses for which Bridges does not participate,limitations and risks identified within a fund’s prospectus including but not limited to redemption limitations, valuation changes that could result in redemptions at less than the original investment amount,differing returns than those earned on other sweep alternatives, and are not FDIC insured.
III. Detailed Terms and Conditions
- Account Eligibility
This Program is available to individuals and all other entities, including corporations, public entities andnot-for-profit entities, eligible to maintain a bank deposit. It is your responsibility to ensure that the Program satisfies your particular objectives or guidelines and/or applicable law. In order to obtain FDIC insurance in the Program, you must provide proper tax and other identification information to Bridges.
B. Agency Relationships
Bridges is acting as your agent in establishing and maintaining bank deposit accounts at Receiving Banks. Bridges appoints the Intermediary Banks as custodial agent. Intermediary Banks appoint Administrator to allocate your funds and provide certain other services with respect to the Program. When you enroll in theProgram, you appoint Bridges as your custodial agent to effect deposits to and withdrawals from the DepositAccounts. The allocation process administered by Administrator determines into which Receiving Bank(s) your money will be deposited to maximize the amount of FDIC insurance available to you. See Section III.I, Allocations to Receiving Banks. The custodian bank for the overall Program (currently Huntington NationalBank) (“Custodian Bank”) is solely responsible for the actual movement of funds within the Program to andfrom Receiving Banks. All Program funds remain under the custodial control of Bridges, Intermediary Bank, or the Custodian Bank at all times.
C. Information about Administrator
Administrator is a Delaware limited liability company. Administrator is not a bank, credit union, broker-dealer, or investment adviser. None of the Receiving Banks are an affiliate of the Administrator. The Administrator administers the Program.
D. Deposits and FDIC Insurance
Your funds intended for deposit into the Program must be placed through an account at Bridges and cannot be placed directly by you with any of the Receiving Banks.
Cash balances in your Bridges account(s) will be automatically deposited into the Program by the applicablesweep cutoff time established by the Administrator and Bridges on business days in which Administrator, Bridges and Intermediary Banks are open for business. Cash balances resulting from deposits posted to your Bridges account after the cutoff time will be deposited into the Program the following business day. Cash balances waiting to be deposited into the Program will not begin earning interest and will not be eligible for FDIC insurance until deposited into the Program the following business day.
Once in the Program, your Program Deposits will be allocated to one or more omnibus Deposit Accounts maintained at the Receiving Banks held in the name of “Stable Custody Group II LLC, as Agent, for the Exclusive Benefit of its DDM Participating Institutions, as Agent, for the Exclusive Benefit of its DDM Customers, Acting for Themselves and/or Acting in a Fiduciary Capacity for Others” or a similar name that preserves the eligibility of Program Deposits for pass-through FDIC insurance. See Section III.I, Allocations to Receiving Banks.
Your Program Deposits are allocated to accounts at the Receiving Banks to provide you with up to $250,000 of FDIC insurance per Receiving Bank, subject to certain exceptions described herein. The $250,000 limit(i.e., the SMDIA) includes your principal and accrued interest, when aggregated with all other deposits held by you directly, or through others, in the same recognized legal category of ownership at the same Receiving Bank. FDIC deposit insurance protects you against the loss of your insured deposits in the event aReceiving Bank fails. FDIC deposit insurance is backed by the full faith and credit of the United States.
If you have money at a Receiving Bank outside the Program, this may negatively impact the availability ofFDIC insurance for the total amount of your funds held at that bank. If your
deposits at a Receiving Bank, in aggregate, exceed the then current SMDIA, the excess funds are notcovered by the FDIC deposit insurance. Bridges, the Receiving Banks and Administrator are unaware of your funds outside of the Program. As a result, these funds will not be taken into account when allocating your funds to a particular Receiving Bank. You are solely responsible for monitoring your deposits in Receiving Banks outside of the Program and for notifying Bridges to exclude your account from the program if you wishto exclude any particular Receiving Bank from receiving your funds. You should review the attached list of Receiving Banks carefully on EXHIBIT A. The list of Receiving Banks may change from time to time, and you may contact Bridges directly to obtain the most recent Demand Deposit Marketplace Participating Institution List or by visiting www.bridgestrust.com and clicking Disclosures.
For example, if the then current SMDIA is $250,000 and you have a non-Program deposit account at Bank A of $200,000 and you also have $60,000 in the Program Deposits account at the same bank in the same legalcategory of ownership, only $250,000 of your $260,000 is insured by the FDIC.
In the event that a Receiving Bank that holds your Program Deposits fails, payments of principal plus unpaid and accrued interest up to the then current SMDIA per legal category of account ownership will be made toyou. Although the FDIC normally makes these payments within a few days of taking possession of a bank as receiver, there is no specific time period during which the FDIC must make insurance paymentsavailable. Furthermore, you may be required to provide certain documentation to the FDIC before insurance payments are made.
Your account ownership will be evidenced by an entry on records maintained by Administrator acting onbehalf of Bridges for each of the Receiving Banks at which your funds are on deposit. You will not be issued any evidence of ownership of a Program Deposit account, such as a passbook or certificate.
E. FDIC Deposit Insurance for FDIC-Recognized Categories of Account Ownership; Multi- Tiered Fiduciary Relationships
To ensure that your Program Deposits are protected by FDIC insurance to the fullest extent possible under the Program, you should understand how FDIC insurance applies to each FDIC- recognized category of account ownership.
In general, the FDIC-recognized categories of account ownership include single ownership accounts; accounts held by an agent, escrow agent, nominee, guardian, custodian, or conservator; annuity contract accounts; certain joint ownership accounts; certain revocable trust accounts; accounts of a corporation,partnership, or unincorporated association; accounts held by a depository institution as the trustee of anirrevocable trust; certain irrevocable trust accounts; certain retirement and other employee benefit plan accounts; and certain accounts held by government depositors.
The rules that govern these categories of account ownership are very detailed and very complex, and there are many nuances and exceptions. Complete information can be found at the FDIC’s regulations set forth at 12 C.F.R. Part 330.
The FDIC’s regulations impose special requirements for obtaining pass-through FDIC insurance coverage, up to the SMDIA (currently $250,000 for each FDIC-recognized category of account ownership), for multiplelevels of fiduciary relationships. In these situations, in order for FDIC insurance coverage to pass through to the true beneficial owners of the funds, it is necessary
(i) to expressly indicate, on the records of the insured depository institution that there are multiple levels of fiduciary relationships, (ii) to disclose the existence of additional levels of fiduciary relationships inrecords, maintained in good faith and in the regular course of business, by parties at subsequent levels, and (iii) to disclose, at each of the level(s), the name(s) and the interest(s) of the person(s) on whose behalf the party at the level is acting. No person or entity in the chain of parties will be permitted to claim that they are acting in a fiduciary capacity for others unless the possible existence of such a relationship is revealed at some previous level in the chain. If your Program Deposits are beneficially owned through multiple levels of fiduciary relationship, you must take steps to comply with these special requirements.
Please note the Program is NOT, itself, an FDIC-insured product. Rather, under the Program, customer funds are swept to and from deposit accounts at participating banks or institutions that are insured by the FDIC up to the SMDIA (currently $250,000 for each FDIC-recognized category of account ownership), for multiple levels of fiduciary relationships.
For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the
FDIC’s web site at www.fdic.gov.
You also may wish to utilize “EDIE The Estimator,” the FDIC’s electronic insurance calculation program, which is found at https://www.fdic.gov/edie/index.html. Other information regarding FDIC insurance coverage may be found at the FDIC’s Consumer Resource Center section of the FDIC’s website at https://www.fdic.gov/resources/ consumers/index.html.
F. Withdrawals
Withdrawals from your Program Deposits are made through Bridges and cannot be made directly by you through any of the Receiving Banks. Funds from the Program Deposits will generally be available to you on the same day you make the withdrawal request provided it is placed prior to the “Cut-Off Time” for theProgram. In the event that Bridges does not receive enough funds to cover your entire withdrawal request(if, for example, Receiving Banks fail to send funds as instructed by Administrator or Receiving Banks areclosed due to holidays or other events), the funding of all or a portion of your withdrawal requests could be delayed.
G. Ability to Exclude Receiving Banks
You will have access to the list of Receiving Banks that hold your deposits upon request. You may contact Bridges directly to obtain the most recent Demand Deposit Marketplace Participating Institution List or byvisiting www.bridgestrust.com and clicking Disclosures. You may not exclude a specific Receiving Bank fromreceiving funds from you under the Program but you may opt out of participation in the Program by notifyingBridges to assist you with identifying alternatives. You can obtain publicly available financial information concerning any of the Receiving Banks at https://www.ffiec.gov/nicpubweb/nicweb/nichome.aspx or by contacting the FDIC Public Information Center by mail at 3501 North Fairfax Drive, Room E-1005, Arlington, VA 22226 or by phone at 877-ASK-FDIC (877-275-3342). Neither Administrator nor Bridges is responsible for any insured or uninsured portion of any deposits at any Receiving Bank or guarantees the financial condition of any Receiving Bank or the accuracy of any publicly available financial information concerning a Receiving Bank.
If, on a Business Day, you have outstanding deposits that Bridges has placed for you using the Certificate ofDeposit MarketplaceSM program (“CDM program”) also administered by
Administrator, and you have provided the same taxpayer or other identification number for purposes of the Program and the CDM program, the allocation of your funds for that Business Day in the Program will notcause the balance in your Deposit Accounts at a Receiving Bank, together with the outstanding deposits, if any, that we placed for you at that Receiving Bank in the same FDIC category of ownership through the CDM program, to exceed the SMDIA.
H. Monitoring Your Deposit or Investment Options
For certain accounts, Bridges has discretionary authority and/or acts as a fiduciary with respect
For other accounts, where Bridges does not have discretionary authority or act as a fiduciary, Bridges doesnot have any obligation to monitor your account or make recommendations about, or changes to, the Program that might be beneficial to you.
As interest rates and other factors change, it may be in your financial interest to change your deposit instructions. In any situation, please contact Bridges to learn about other options.
I. Allocations to Receiving Banks
Administrator establishes Deposit Accounts at Receiving Banks. You authorize Bridges to act as your agent to place funds into the Program through Intermediary Bank. Intermediary Bank appoints Administrator to act asagent with respect to allocation of funds and the establishment of Deposit Accounts at each Receiving Bank.The Deposit Account constitutes a direct obligation of the Receiving Bank and is not directly or indirectly an obligation of Administrator, Bridges, Intermediary Bank or the Custodian Bank. You authorize Bridges to place your funds into the Program through Intermediary Bank. Your funds are then allocated each Business Day by Administrator to Receiving Banks based on an objective allocation algorithm that takes into consideration any Receiving Banks excluded by you as described in Section III. G above. Any movements offunds within the Program among Receiving Banks are executed by the Custodian Bank pursuant toinstructions from Administrator. Administrator’s instructions are based on an objective allocation algorithmthat takes into consideration various factors, including the target level of Program deposits for each Receiving Bank. Administrator may include additional Receiving Banks to expand the capacity available to underlying customers of the Sending Institutions. Receiving Banks may decide to discontinue their participation in the Program, or may be removed by Administrator for no longer satisfying Program requirements.
You can contact Bridges at any time for the current list of Receiving Banks and Intermediary Banks or you can view the most recent Demand Deposit Marketplace Participating Institution List online by visitingwww.bridgestrust.com and clicking Disclosures. It is possible that Bridges may use multiple Intermediary Banks to access the Program for the benefit of its customers. You cannot specify an amount of funds to beallocated to specific Receiving Banks, but you can exclude your account from the program if you wish to exclude any particular Receiving Bank from receiving your funds. All of the allocations of funds in the Program are made on a non- discretionary basis.
J. Interest
The interest rate paid to you is based on rates payable by banks in the Program that act as Receiving Banks, but not as Sending Banks (“Receive Only Banks”). Rates are reset and announced periodically based on market changes in the underlying rates paid by Receive Only
Banks. Contact Bridges to obtain the current interest rate being paid to customers and other accountinformation. The rate you earn on your Program Deposits may be higher or lower than the rates available to depositors making deposits directly with Receiving Banks or with other depository institutions in comparableaccounts. In the event of the failure of a Receiving Bank, no interest is earned on Program Deposits from the time such a Receiving Bank closes until insurance payments are received. You should compare the terms, rates of return, required minimum amounts, charges and other features of a Program Deposit with other accounts and investment alternatives. There is generally no minimum period that your money must remain on deposit, and there is no penalty for withdrawal of your entire balance, or any part thereof, at any time. Payment of the full amount of all accrued interest with respect to your Program Deposit at a Receiving Bankwill be solely the responsibility of, and solely enforceable against, that Receiving Bank. Bridges will have no indebtedness to you for any such amount.
K. Fees
Bridges does not charge Program fees for account balances participating in the Program and does notreceive Program compensation for non-taxable account (i.e., IRA and ERISA accounts) cash balances within the Program. Administrator earns fees based on the amount of money in the Program, including your Program Deposits. The deduction of these fees generally reduces the amount of funds available from Receiving Banks to pay you interest and Bridges does not participate or receive fees earned by the Administrator.
Bridges will, however, receive compensation in connection with the Program for taxable accounts (i.e., accounts not covered under ERISA, IRA or other restrictions). Such compensation, which is based on clientcash balances from taxable accounts in the Program, is determined from time to time by Bridges. Bridgescompensation is determined by calculating the difference between rates paid by the Program and the Customer Daily Accrual Rate paid to Customers. Please note that this amount is subject to change and willincrease as the difference increases between the interest rates paid in the marketplace (which affects the amounts paid by the Program) and the Customer Daily Accrual Rate paid to customers.
This compensation arrangement represents a conflict of interest in that it gives Bridges a financial incentive to have clients participate and maintain cash balances in the Program. Clients with accounts that are charged an investment management fee will pay a fee on all assets in those accounts, including cash balances in the Program, which means that Bridges receives both the asset-based investment management fee and compensation under the Program on such cash balances.
L. Account Statements
All activity with respect to your Program Deposits, including interest earned for the period covered willappear on your Bridges statement, including the total of your opening and closing Program Deposit balances.You will not receive a separate statement from the Receiving Banks. Your periodic account statement will be provided to you periodically in accordance with Bridges’ policies. You should retain all account statements. Bridges will provide you with the name of each Receiving Bank that holds your funds upon request.
You must notify Bridges immediately of any discrepancies noted in your account statement and in no event later than thirty (30) days after the date of the account statement in which the problem or error first appeared.
M. Tax Reporting
The interest that you receive from your Program Deposits is generally fully subject to state and federal tax.To the extent required, interest and income will be reported on the IRS Form 1099 sent to you by Bridgeseach year, showing the amount of interest income you have earned from your Program Deposits. You will not receive a Form 1099 if you are not a citizen or resident of the United States.
N. Business Continuity
In the event you are unable to contact Bridges due to a business interruption event, such as a natural disaster, you may contact Administrator or its agent at 866-237-2752 for account information.
O. Other Terms
Limits on Transfers from MMDAs under Regulation D: Federal banking regulations limit the transfers from MMDAs to a total of six (6) during a monthly statement cycle, and certain aggregation rules may apply totransfers from such accounts at the Receiving Banks. These limits on transfers will not limit the number ofwithdrawals you can make from your Program Deposits.
Inactive Accounts: Bridges and the Receiving Banks may be required by law to turn over (escheat) yourProgram Deposits to a state, typically your state of residence, based on account inactivity for a certain time period established by applicable state law. If Program Deposits are remitted to the state, you may file a claim with the state to recover the funds.
Transferability: Your Program Deposits may not be transferred by you. A transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law shall not be binding unless and until sufficient, acceptable documentation has been received.
Termination: Bridges may, at its sole discretion, and without any prior notice, terminate your participation in the Program. If you close your account at Bridges, your associated Program Deposit account will also be closed and your funds will be distributed out to you.
Ordinary Care: Any failure by Administrator or any Receiving Bank to act or any delay by such party beyond time limits prescribed by law or permitted by these Terms and Conditions is excused if caused by your negligence, interruption of communication facilities, suspension of payments by another financial institution, war, emergency conditions or other circumstances beyond the control of such party, provided such party exercised such diligence as such circumstances would normally require. You agree that any act or omission made by Administrator or any Receiving Bank in reliance upon or in accordance with anyprovision of the Uniform Commercial Code as adopted in New York, any rule or regulation of the State of New York, the Federal Reserve or FDIC, or a federal agency having jurisdiction over such party shall constitute ordinary care.
Personal Information: The use of your information is governed by the privacy policy of Bridges. With respect to the Program, you understand and agree that Administrator, including its affiliates, the Receiving Banks,Bridges and their service providers may obtain such information
as may be necessary for legitimate business needs in connection with the operation of the Program. Such information will be shared among the parties only for use in providing the services hereunder and asotherwise legally required. For information regarding the collection, processing and use of your personal information and your rights to limit the use and disclosure of such information, you should contact Bridges. Administrator will never use your personal information for any purpose other than to perform its role as administrator of the Program. Administrator’s privacy policy is available online at www.ReichandTang.com.
Alternatives to the Program: By enrolling in the Program, you agree to the terms and conditions providedherein. You understand that, at any time, you may terminate your participation in the Program. If youterminate, the funds held through the Program will be sent back to your account at Bridges.
Days of Operation: The Program will operate on all days when the Federal Reserve Bank of New York is open for business.
Mutual Institution and Subscription Rights: Your funds may be placed in a Deposit Account at a Receiving Bank that is in the mutual form of organization. Such a Deposit Account will be identified on the books ofthe mutual institution as described in Section III. D, Deposits and FDIC Insurance, and not in your name. Bridges and Administrator will not attend or vote at any meeting of the depositor members of a mutualinstitution or exercise any subscription rights in a mutual institution’s mutual-to-stock conversion, either on its own or on your behalf. You hereby waive any right you may have to vote at any meeting of the depositor members, or to receive or exercise any subscription rights you may have in the event that the mutualinstitution converts from mutual to stock form, even if you held a Deposit Account as of an applicable record date.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BRIDGES, INTERMEDIARY BANK, ADMINISTRATOR OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER SUCH LIABILITY ISASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION.
Legal Process: Administrator, Intermediary Bank, Bridges, and the Receiving Banks may comply with any writ of attachment, execution, garnishment, tax, levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. Bridges may notify you of such process by telephone, electronically or in writing. You agree to indemnify, defend and hold Administrator, Bridges, Intermediary Bank and the Receiving Banks harmless from all actions, claims, liabilities, losses,costs, attorneys’ fees, and damages associated with their compliance with any process that such partybelieves reasonably and in good faith to be valid. You further agree that Administrator, Bridges, IntermediaryBank, and the Receiving Banks may honor legal process that is served personally, by mail, or by facsimile transmission at any of their respective offices (including locations other than where the funds, records orproperty sought is held), even if the law requires personal delivery at the office where your Program Deposit records are maintained.
P. General
Amendment: Bridges may modify these Terms and Conditions at any time, upon notice to you.
Waiver: Any provision of these Terms and Conditions may be waived if, but only if, such waiver is in writingand is signed by the party against whom the waiver is to be effective. No failure or delay by any party inexercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
Severability: If any term, provision, covenant or restriction of these Terms and Conditions is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Entire Agreement: These Terms and Conditions and any other documents provided by Bridges to you in connection with the Program constitute the entire agreement between Bridges and you, and supersede all prior and contemporaneous agreements and understandings, both oral and written, between Bridges and you with respect to the subject matter hereof. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS ANDCONDITIONS, BRIDGES MAKES NO REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMITY TO ANY DESCRIPTION OR REPRESENTATION, NON-INTERFERENCE OR NON- INFRINGEMENT.
Binding Effect: These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, successors, legal representatives and assigns. Nothing in theseTerms and Conditions, expressed or implied, is intended to confer on any person other than the parties hereto, and their respective permitted heirs, successors, legal representatives and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms and Conditions; provided that Administrator shall be a third party beneficiary hereof.
Governing Law: These Terms and Conditions are to be construed in accordance with and governed by theinternal laws of the State of New York and the United States of America without giving effect to any choice oflaw rule that would cause the application of the laws of any other jurisdiction to the rights and duties of the parties. Unless otherwise provided herein, Bridges, Intermediary Bank, and Administrator may comply with applicable clearinghouse, Federal Reserve and correspondent bank rules in processing transactions for yourProgram Deposits. You agree that Bridges and Administrator are not required to notify you of a change inthose rules, except to the extent required by applicable law.
Disputes: EXCEPT TO THE EXTENT OTHERWISE PROVIDED BY APPLICABLE LAW, ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS WILL BE GOVERNED BY THE TERMS OF THEAGREEMENT THAT GOVERN THE DEPOSIT ACCOUNT AT BRIDGES THAT IS LINKED TO THE PROGRAM, INCLUDING THE DISPUTE RESOLUTION TERMS, ARBITRATION TERMS, CHOICE OF LAW, VENUE, WAIVER OF JURY TRIAL, AND COSTS RELATED TO DISPUTE RESOLUTIONS, IF ANY.
Interpretative Provisions: The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. All Exhibits annexed hereto or referred to herein arehereby incorporated in and made a part of these Terms and Conditions as if set forth in full herein. Any singular term in these Terms and Conditions shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in these Terms and Conditions, they shall be deemed to be followed by the words “without limitation”, whether or not they are in factfollowed by those words or words of like import. References to any document provided by Bridges to you orto any agreement or contract are to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof or thereof. In any construction of the terms of these Terms and Conditions, the same shall not be construed against either party on the basis of that party being the drafter of such terms.