Business Online Deposit
Terms of Service Agreement

1. INTRODUCTION

Welcome to Redwood Credit Union’s (RCU’s) Business Online Deposit. This agreement sets out the terms and conditions on which Redwood Credit Union will provide, and COMPANY may use, BUSINESS ONLINE DEPOSIT. Please read this agreement carefully and keep a copy for COMPANY’s records, as this forms a legally binding agreement between COMPANY and Redwood Credit Union. COMPANY’s use of Business Online Deposit is also subject to the terms and conditions in COMPANY’s Redwood Credit Union Business Membership Account Disclosure, and any other agreement COMPANY has entered into with RCU, each of which is incorporated into this agreement by reference. If there is a conflict between this Agreement and any other agreement COMPANY has entered into with RCU, this Agreement shall control as to COMPANY’s use of Business Online Deposit. By accepting this agreement and using Business Online Deposit, COMPANY agrees to these terms and conditions.

A. Definitions

For the purpose of this agreement, the following definitions apply:

  • “RCU”, “us”, “our”, and “we” refers to Redwood Credit Union.
  • “COMPANY” refers to the business entity that has reviewed and accepted this Agreement; and such term shall include (i) any and all owners and/or principals of the business entity, (ii) any and all authorized users or sub-users of Business Online Deposit, such as officers, employees, agents, partners, managers, or members.
  • “Check” or “Checks” refers to negotiable demand draft(s) drawn or payable through an office of a United States based financial institution, as well as demand draft(s) drawn on a Federal Reserve Bank or a Federal Home Loan Bank or on the Treasury of the United States. Check(s) include original check(s) and substitute check(s). Check(s) do not include noncash items payable in a medium other than United States dollars. A draft may be a check even though it is described on its face by another term, such as money order.
  • “Business Online Deposit” refers to the use of an image capture system (including a computer and scanner) to record an image of a check and deposit the check.

B. Governing Law

This Agreement will be governed by and interpreted in accordance with federal law and regulation, and to the extent there is no applicable federal law or regulation, by the laws of the State of California. To the extent permitted by applicable law, COMPANY agrees that any legal action regarding this Agreement shall be brought in the county in which RCU’s headquarters office is located.

C. Scope of Services

Upon approval, COMPANY may use RCU’s Business Online Deposit to deposit checks into COMPANY’s accounts at RCU, subject to the terms of this agreement. Checks deposited through Business Online Deposit will be converted to digital images for processing. RCU reserves the right to deny COMPANY’s access to Business Online Deposit, or any service associated with online banking, if COMPANY is in default of any agreement with RCU as outlined in COMPANY’s Business Membership Account Disclosure. If COMPANY wishes to later cancel the Business Online Deposit service, COMPANY must contact RCU – see Section 13: How to Contact Us at the end of this Agreement.

2. System requirements

In order to access and use Business Online Deposit, COMPANY must be enrolled in RCU online banking and accept Business Online Deposit terms of service and meet the following hardware and software requirements:

  • COMPANY must have a computer with Internet access. A list of specific computer system requirements can be found on RCU’s website.
  • COMPANY must have a supported scanner and meet Business Online Deposit scanner system requirements. A current list of supported scanners and Business Online Deposit scanner system requirements and setup guide can be found on RCU’s website.

Scanners must be an RCU supported scanner and may be purchased by COMPANY from any legitimate retailer. All expenses relating to the scanner, including initial purchase, future upgrades, annual support contracts, and/or future repairs, are solely the expense of COMPANY. RCU does not receive any compensation from COMPANY’s purchase of scanners and makes no warrantees regarding scanner’s performance or compatibility with COMPANY’s computer or computer operating system.

3. BUSINESS ONLINE DEPOSIT Process

A. Deposit Process:

To use Business Online Deposit, COMPANY must log into RCU online banking where COMPANY will scan the physical check(s) COMPANY wishes to deposit. After uploading all check images, COMPANY will:

  • Review and approve the scanned check(s);
  • Confirm the deposit amounts are correct and make any necessary adjustments, including making any necessary corrections to the amounts, endorsements, or removal of rejected items; and
  • Submit the check(s) for processing.

Once check(s) have been successfully uploaded, COMPANY will receive an on-screen confirmation of the deposit, along with a confirmation email to the email address designated on COMPANY’s account. If COMPANY’s deposit is not accepted for processing, COMPANY will receive an email and an on-screen notification that the check(s) will not be processed. If COMPANY’s deposit is accepted but later requires an adjustment or is rejected during final processing, COMPANY will receive an email notification and COMPANY’s account will be adjusted within two business days.
COMPANY is required to review the information displayed and make any corrections to information that was not captured in the image upload, including entering the legal amount of the check. If there is a difference between the written amount and numerical amount, the written amount is the legal amount. For example, if a check is written for “Five Dollars” with a numeric amount of “$50.00”, the legal amount of the check is five dollars.
Following completion of the deposit, COMPANY must mark the check(s) in a manner that indicates the checks have been deposited to ensure COMPANY does not inadvertently re-deposit the check(s), such as by attaching a label to the check(s) “Deposited Electronically.” Do not write on the front of the check.

B. Transaction Limits:

Deposits through Business Online Deposit are subject to limits, in the total dollar amount that may be deposited to a new account to RCU. COMPANY’s limits may change at any time as determined by RCU. The amount of COMPANY’s limit for a particular day will be displayed to COMPANY in online banking. Any limits displayed are listed as a courtesy, are not guaranteed, and may change at any time.
If COMPANY’s deposit exceeds COMPANY’s displayed limits, COMPANY’s deposit will not be accepted through Business Online Deposit. The fact that a deposit is within COMPANY’s available limit does not mean a deposit will necessarily be accepted or will be made immediately available. See Section 4: Deposit Standards; Warranties and Right to Reject and Section 5: Funds Availability for more information.

C. Check Retention:

Upon completion of COMPANY’s deposit, COMPANY must retain the physical check(s) for 45 days. Checks must be stored in a secured location to protect against loss, theft, and/or damage. COMPANY agrees that COMPANY will provide the physical check(s) to RCU if requested during the retention period. If COMPANY fails to retain the physical check(s) for any reason during the retention period or if checks are lost, damaged, or stolen, COMPANY will be responsible for any losses resulting from the lack of the physical check(s), which may include the full amount of the deposit and any fees that may result. COMPANY’s liability includes situations in which physical check(s) are re-deposited at another institution (either authorized or unauthorized by COMPANY), resulting in a loss for RCU.

Following the end of the 45-day check retention period, COMPANY will be responsible for destroying the physical check(s). COMPANY agrees to destroy and dispose of the physical checks with a high degree of care, including selecting and implementing appropriate destruction and disposal procedures. COMPANY is required to implement such procedures to ensure the physical check(s) are not accessed by unauthorized persons during the storage, destruction and disposal process and, once destroyed, the physical checks are no longer readable or capable of being reconstructed. COMPANY is responsible for any losses associated with the accidental inclusion of a physical check in the check collection process or with a lost, destroyed, stolen or misplaced check.

D. Online Security

RCU strongly recommends COMPANY follow best practices for Internet security and protections from viruses and other forms of cyber intrusion as COMPANY may be responsible for unauthorized transactions that may occur as a result of a cyber intrusion (see Section 10: Unauthorized Activity; Error Resolution). Cybersecurity is a continuously evolving field; as such, RCU cannot advise on specific security practices, however we do strongly recommend COMPANY implement the following practices:

  • Do not share COMPANY’s online banking login credentials with any person other than authorized signers on the account. If you share login credentials with another person, that person becomes an authorized signer and COMPANY is responsible for any transactions performed by the authorized signer;
  • Regularly change COMPANY’S online banking login credentials, including situations where an authorized signer is removed from COMPANY’S account;
  • Maintain anti-virus and intrusion protection software/hardware;
  • Train all employees on cybersecurity threats and prevention techniques; and
  • Ensure all operating systems are up to date with default passcodes changed.

4. Deposit Standards; WARRANTIES and Right to Reject

A. Check Standards:

COMPANY makes the following warranties and representations with respect to each and every original check you use to create an image using RCU’s Business Online Deposit and every image you transmit to RCU. You represent and warrant to RCU that:

  • Each Check bears an authentic signature by the person on whose account the check was drawn.
  • COMPANY assumes responsibility for any check that is transmitted which for any reason is not paid.
  • All information provided by you to RCU is accurate and true.
  • Each image is a true and accurate rendition of the front and back of the original check, without any alteration, and the drawer of the check has no defense against payment of the check.
  • There are no other duplicate images of the original check.
  • COMPANY has possession of the original check and no party will submit the original check for payment.
  • The amount, payee(s), signature(s), and endorsement(s) on the image and on the original check are legible, genuine, and accurate.
  • Checks are made payable to COMPANY. If a check is payable to multiple parties with the designation of “and,” the check must be endorsed by all parties and be deposited through an RCU branch rather than through Business Online Deposit. If the check is instead made payable to multiple parties with the designation of “or,” the check may be negotiated through Business Online Deposit.
  • The payee of the check has endorsed the check on the first 1½ inches of the trailing edge of the back of the check.
  • With respect to each image, you make to us all representations and warranties that we make or are deemed to make to any party pursuant to law, regulation or clearinghouse rule.
  • Checks are negotiable items, payable in US dollars, drawn on a financial institution physically located in the United States, and contain a MICR line (special characters printed on the bottom of the check that contain routing number and account number associated with the check).
  • Company has not presented the checks prior to the effective date of the check and the checks are not be more than 6 months old.
  • The checks have not been previously presented for payment.
  • The checks are not fraudulent or otherwise unauthorized by the owner of the account on which the check is drawn, drawn on a closed account, or drawn on an account with insufficient funds to pay the check. COMPANY has no reason to believe the check will not be paid by the institution on which it is drawn.
  • Checks:
    • Do not contain the statement “non-negotiable”;
    • Have not been transmitted from an OFAC-restricted country;
    • Are not a registered government warrant (otherwise known as IOUs issued by State Government in lieu of actual payment); or
    • Have not been previously converted to a substitute check as defined in the Expedited Funds Availability Act or remotely created.

In the event COMPANY, or any third party, presents, or attempts to present, a deposit in violation of this subsection, COMPANY agrees to defend, indemnify, and hold RCU and its agents employees and volunteers harmless from and against all liability, damage, and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute check or physical check.

B. Image Standards

COMPANY is responsible for inspecting and verifying the quality of check images uploaded through Business Online Deposit. This is required to ensure check images are legible for all posting and clearing purposes by RCU. Specifically, COMPANY is representing and warranting to RCU that:

  • The check image is an accurate representation of all information on the front and back of the original check at the time the original check was converted to an image, and the image contains all endorsements from the original check necessary to permit RCU to:
    • Acquire rights of a holder in due course in the collection process of checks and other items;
    • Handle, process, maintain and destroy original checks;
    • Ensure that neither RCU, nor any other financial institution (depository, collecting or payor), drawee, drawer or endorser receives presentment or return of, or otherwise is charged for a Check or Image Item more than once in any form;
  • The check image contains a record of all MICR line information that is required for a substitute check and otherwise satisfies all of the American National Standards Institute (ANSI) X9.37 standards for image quality required by Check 21 and Regulation CC for the creation and/or transferring of a substitute check created from that Image Item.

C. Right to Reject, Reverse or Adjust Deposits

If a check does not meet RCU’s check or image standards, RCU reserves the right to reject COMPANY’s deposit or, alternatively, withdraw the deposit from COMPANY’s account after COMPANY completes the deposit. Additionally, RCU reserves the right to adjust COMPANY’s deposit after COMPANY has submitted it for processing to correct mistakes in the value of the check deposited or for mistakes in encoding. A fee may be charged for deposit adjustments—see Cost Recovery Schedule.

RCU’s acceptance of a deposit through Business Online Deposit does not constitute a guarantee the deposit meets RCU’s check and image standards, is a legitimate check, or will be paid by the clearing financial institution. As account owner, COMPANY accepts responsibility for all checks deposited into COMPANY’s account. If a check is not paid by the clearing institution, RCU will reverse the deposit from COMPANY’s account and COMPANY will be responsible for any losses, fees, and/or negative balances that result from such a reversal. If COMPANY is concerned a check will not be paid, RCU encourages COMPANY to negotiate the check directly with the financial institution it is drawn upon.

5. Funds Availability and Processing Times

A. Funds Availability:

Deposits made through Business Online Deposit will be made available to COMPANY in the time frames established in RCU’s Funds Availability Policy in COMPANY’s Business Membership Account Disclosure. The date funds will be made available may be viewed by logging into RCU Online Banking and viewing the account summary. If RCU later delays the availability of COMPANY’s funds, we will notify COMPANY of the revised availability date.

By making funds available to COMPANY, RCU does not warrant that a check has been paid by the institution upon which it is drawn. Checks may be rejected for payment by the clearing financial institution after the deposit was made available for COMPANY’s withdrawal. If a check deposit is rejected for payment, RCU will reverse the deposit from COMPANY’s account, please see Section 4: Deposit Standards: Warranties and Right to Reject in this agreement.

B. Processing times:

Deposits completed through Business Online Deposit will be processed on business days. Our business days are Monday through Friday. Weekends and Federal holidays are not included. Deposits made after 6:00 PM or on a non-business day will be considered received on the following business day.

6. FINANCIAL INFORMATION AND AUDIT; Authority to terminate access to BUSINESS ONLINE DEPOSIT

A. RCU may, from time to time, request information from you in order to evaluate a continuation of Business Online Deposit and/or adjustment of any limits set by this Agreement. You agree to provide the requested financial information immediately upon request by RCU, in the form required by RCU. You authorize RCU to investigate and re-investigate at any time any information provided by you in connection with this Agreement or Business Online Deposit, and to request reports from credit bureaus and reporting agencies for such purpose. Upon request by RCU, you authorize RCU to enter your business premises for the purpose of ensuring you are in compliance with this Agreement and you specifically authorize RCU to perform an audit of your operational controls, risk management practices, staffing and the need for training and ongoing support and information technology infrastructure.

B. COMPANY agrees that RCU may immediately terminate this agreement and COMPANY’s use of Business Online Deposit without prior notice for any reason.

7. Change of Terms

RCU reserves the right to change the terms under which Business Online Deposit is offered at its sole discretion at any time; however, RCU will generally notify COMPANY of any material change to the terms. In most cases, COMPANY will receive the notice online the next time COMPANY logs in to online banking; however, RCU reserves the right to notify COMPANY by email or by conventional mail, at its discretion. COMPANY agrees that if COMPANY continues to use Business Online Deposit after we notify COMPANY of any change, COMPANY thereby accepts the changes to the terms and agree to be bound by this agreement, as amended. If COMPANY does not accept and agree to the changes to the terms, COMPANY will not be eligible to use Business Online Deposit. COMPANY can review, download and print the most current version of this Agreement at any time through RCU online banking by clicking the Documents menu Documents. If COMPANY does not agree to the changes, or if at any time COMPANY wishes to discontinue use of Business Online Deposit, contact RCU directly —see Section 13: How to Contact Us at the end of this agreement.

8. Limitation of Liability for Failure OF BUSINESS ONLINE DEPOSIT

Business Online Deposit is generally available twenty-four (24) hours a day, seven (7) days a week, although the system may be unavailable from time to time for maintenance or technical difficulties.

Our sole responsibility for an error in a transaction will be to correct the error. COMPANY agrees RCU shall not be responsible for property damage or loss, whether caused by the equipment, software, RCU, or by Internet access providers, online service providers or by an agent or subcontractor of any of the foregoing. RCU or any service providers we use to offer Business Online Deposit will not be responsible for any direct, indirect, special or consequential economic or other damages arising in any way out of the installation, download, use, or maintenance of the equipment, software, Business Online Deposit, Internet browser, or access software. In states that do not allow the exclusion or limitation of such damages, our liability is limited to the extent permitted by applicable law. Without limiting the generality of the foregoing, RCU will not be liable for the following:

  • If, through no fault of ours, COMPANY’s account is inactive.
  • If COMPANY used the wrong username and password or COMPANY has not properly followed any applicable computer or RCU user instructions for making deposits.
  • If COMPANY’s computer or scanner fails or malfunctions or Business Online Deposit was not properly working and such problem should have been apparent when COMPANY attempted such transaction.
  • If circumstances beyond RCU’s control (e.g., fire, flood, telecommunication outages or strikes, equipment or power failure) prevent making the transaction.
  • If the funds in COMPANY’s account are subject to an administrative hold, legal process, or other claim.
  • If COMPANY has not given RCU complete, correct, and current instructions so RCU can process a transfer.

There may be other exceptions stated in either this agreement or in RCU’s Business Membership Account Disclosure.

RCU’s liability and COMPANY’s remedy for actual costs and losses resulting from our failure to process checks in accordance with this agreement shall not exceed the lesser of (i) the direct money damages that COMPANY incurs as a result of our failure, or (ii) the dollar amount of the transaction. RCU will not be responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from: (a) COMPANY’s actions or omissions, or those of third parties who are not within our immediate and reasonable control; (b) COMPANY’s negligence or breach of any agreement; (c) any ambiguity, inaccuracy, or omission in any information provided to RCU; (d) any error, failure, or delay in the transmission or delivery of data, records, or checks due to a breakdown in any computer, mobile transmission, or communications facility; (e) accidents, strikes, labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), or acts of God; (f) causes beyond our reasonable control; (g) our inability to confirm to our satisfaction the authority of any person to act on COMPANY’s behalf; (h) COMPANY’s failure to provide us with complete and correct check images and data in accordance with the this Agreement and the service instructions; (i) the return of any check by the institution upon which it is drawn; (j) the unavailability of the service for any reason; (k) any information that is lost, intercepted, or destroyed during its transmission to RCU; or (l) limitations placed on transactions by the Federal Reserve, clearing houses, or exchange network rules or guidelines. Although RCU may attempt to detect errors in COMPANY’s instructions (e.g., COMPANY send an image of the same check twice), RCU assumes no liability for failing to do so. We will not be responsible under any circumstances or under any legal theory for special, indirect, or consequential damages, including (without limitation) any loss of profits, opportunity, or goodwill that COMPANY incurs as a result of COMPANY’s or RCU’s actions or omissions, even if RCU is aware of the possibility for such damages.

9. Indemnity

In addition to the indemnifications contained in the Business Member Account Agreement, COMPANY agrees to indemnify, defend, and hold us harmless (by Counsel of our choosing) from and against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and expenses, arising out of COMPANY’s use of Business Online Deposit, any negligent or intentional action or inaction, and/or any breach of this Agreement. The parties agree that this paragraph shall survive the termination of this agreement

10. UNAUTHORIZED ACTIVITY; ERROR RESOLUTION

The Electronic Funds Transfer (EFT) Act and its implementing regulation Federal Reserve Regulation E, and hence the error resolution and liability protections applicable to consumers which may be listed on the back of or with any periodic statements or other documents COMPANY receives from RCU, do not apply to accounts maintained for business purposes. Although we will, upon request, issue EFT devices on business accounts, the business is responsible for monitoring the security and use of its EFT devices. RCU will not be liable for any unauthorized EFT activity on business accounts unless the unauthorized activity is the result of RCU’s gross negligence or willful misconduct. Under no circumstances will we be liable for any indirect, special, consequential or exemplary damages involving such accounts.

COMPANY is responsible for monitoring its account activity and the conduct of its employees, authorized signers, and sub-users, if applicable, on their accounts. Review statements promptly. If COMPANY detects an error, forgery, alteration, or other unauthorized activity, including unauthorized electronic activity, notify RCU immediately. In COMPANY’s notification, provide a description of the transaction or error and the identity of any suspected perpetrator. RCU must receive, at our request, a written affidavit regarding the problem in a form satisfactory to us not to exceed thirty (30) days from the date of discovery or the receipt of the first statement, report or notice reflecting the problem, whichever occurs first.

If COMPANY does not notify us within these timeframes, COMPANY will be deemed to have authorized the transaction. COMPANY will be liable for all losses, costs, or expenses COMPANY incurs as a result of the electronic transaction. Contact RCU using one of the contact methods listed in Section 13: How to Contact Us at the end of this Agreement or visit any RCU office during normal business hours. Once COMPANY tells RCU COMPANY’s account has been subject to unauthorized electronic activity, RCU will use commercially reasonable efforts to deactivate Business Online Deposit within one (1) business day after COMPANY notifies RCU. RCU is not responsible for transactions that are made with COMPANY’s devices or codes until COMPANY notifies RCU of the loss, theft or other actual or potential unauthorized use and we have a reasonable amount of time to deactivate the device.

11. Miscellaneous:

COMPANY agrees that RCU’s rights and remedies arising out of any breach of COMPANY’s representations and warranties in this agreement, the limitations on our liability and our rights to indemnification under this Agreement are continuing and shall survive the termination of this agreement, notwithstanding the lack of any specific reference to such survivability in these provisions. RCU’s failure to enforce the strict performance of any provision of this agreement will not constitute a waiver of RCU’s right to subsequently enforce such provision or any other provisions of this agreement.

As a condition of using Business Online Deposit, COMPANY warrants to us that COMPANY will not use Business Online Deposit for any purpose that is unlawful or is not permitted, expressly or implicitly, by the terms of this agreement or by any applicable law or regulation.

COMPANY understands and agree that COMPANY is responsible, to the extent permitted by law, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting Credit Union and Truncating Credit Union, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check that allows for the creation of a substitute check that clearly and accurately represents the information on the front and back of the original check. RCU and its agents may, but shall have no obligation, to screen items or substitute checks for legal compliance.

COMPANY agrees to comply with all applicable laws, rules and regulations in relation with Business Online Deposit. RCU makes no representation that content or use of Business Online Deposit is available for use in locations outside the United States. Accessing from locations outside of the United States is at COMPANY’s own risk.

COMPANY agrees not to use the Business Online Deposit or the content or information delivered through the Business Online Deposit in any way that would (a) infringe any third party copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) be fraudulent or involve gambling, involve the sale of counterfeit or stolen items or use Business Online Deposit to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation; (d) be false, misleading or inaccurate; (e) create liability for RCU or its affiliates or cause RCU to lose (in whole or in part) the services of any third party providers; (f) be defamatory, trade libelous, threatening or harassing (g) may potentially be perceived as obscene or pornographic or contain child pornography or racially, ethnically or otherwise objectionable; (h) interfere with or disrupt computer networks or infect the computer networks with viruses; (i) interfere with or disrupt the use of Business Online Deposit by any other party; (j) use Business Online Deposit in any manner to gain unauthorized entry or access into RCU’s computer systems; or (k) resell or make any commercial use of the Business Online Deposit, except as expressly permitted herein.

Business Online Deposit AND RELATED DOCUMENTATION ARE PROVIDED "AS IS," “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING RCU’S EFFORTS TO ENSURE THAT THE SERVICE IS SECURE, RCU CANNOT AND DOES NOT WARRANT THAT ALL DATA TRANSFERS WILL BE FREE FROM MONITORING OR ACCESS BY OTHERS. COMPANY IS SOLELY RESPONSIBLE FOR THE MAINTENANCE, INSTALLATIONS, AND OPERATION OF COMPANY’S COMPUTER AND MOBILE DEVICE(S). NEITHER RCU NOR ITS SERVICE PROVIDERS SHALL BE RESPONSIBLE FOR ANY DELAYS, ERRORS, DELETIONS, OR FAILURES THAT OCCUR AS A RESULT OF ANY MALFUNCTION OF COMPANY’S COMPUTER OR SOFTWARE.

12. ARBITRATION AND WAIVER OF CLASS ACTION AND JURY TRIAL

Please read this provision carefully. It affects COMPANY’s rights and may have a substantial impact on how legal claims COMPANY and RCU have against each other are resolved if COMPANY does not opt out as permitted below.

Arbitration
To the extent permitted by the Federal Arbitration Act (the “FAA”) and any other applicable federal law, binding arbitration may be elected by either party with respect to any past, present or future claim or controversy arising out of or relating to this Agreement and/or an RCU account, even if that party has already initiated a lawsuit with respect to a different claim. Arbitration is elected by giving a written demand for arbitration to the other party, by filing a motion to compel arbitration in court, or by initiating arbitration against the other party. COMPANY and RCU agree, upon such written demand, motion or initiation, to submit to, and that such claim shall be settled by, binding arbitration.

The arbitration will be subject to the Rules of the American Arbitration Association (“AAA”) in effect at the time the arbitration is initiated, or such similar rules as may be adopted by AAA. Neither party will demand the arbitration of an action filed in small claims court, or its state’s equivalent court, for any claim or dispute within the scope of the small claims court’s jurisdiction. But if a claim is transferred, removed or appealed to a different court, such claim shall be subject to arbitration.

This arbitration provision shall be interpreted and enforced in accordance with the FAA by a single arbitrator appointed by the AAA. The arbitrator shall be an attorney or retired judge with experience and knowledge regarding financial institutions and transactions. 
RCU will advance and/or pay, as applicable, the fees and costs of the arbitration pursuant to this Agreement (i) if applicable law requires us to, (ii) if COMPANY prevails in the arbitration, or (iii) if COMPANY must advance such fees and costs in order for this arbitration provision to be enforced, subject to the arbitrator’s award, if any, of arbitration fees and costs to the prevailing party.

In each case, each party will pay for its own attorney fees and costs, if any, for prosecuting and defending claims, except that the arbitrator may award the prevailing party all its attorney fees and costs, including expert witness fees.

Arbitration hearings will be held in a location reasonably convenient to COMPANY’s place of business, or at another location if mutually agreed. Any issue concerning whether or the extent to which a dispute or claim is subject to arbitration, including issues relating to the validity or enforceability of these arbitration provisions, shall be determined by the arbitrator. Only a court, and not an arbitrator, however, shall determine the validity and effect of the class action and jury trial waivers below. All statutes of limitations or other defenses relating to the timeliness of the assertion of a dispute or claim that otherwise would be applicable to an action brought in a court of law must be followed by the arbitrator, and the commencement of an arbitration under this Agreement shall be deemed the commencement of an action for such purposes. The arbitrator’s decision shall be final and binding and may be entered in any state or federal court having jurisdiction. The arbitrator may award any remedy provided by the substantive law that would apply if the action were pending in court.  For more details, check the American Arbitration Association’s website, www.adr.org, OR call the American Arbitration Association’s Customer Service telephone number at (800) 778-7879.

Waiver of Class Action and Jury Trial
COMPANY AND RCU EACH AGREE THAT ANY AND ALL DISPUTES, WHETHER SUBMITTED TO ARBITRATION OR DECIDED BY A COURT, MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. COMPANY AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. COMPANY AGREES THAT COMPANY HAS EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. COMPANY AND RCU HEREBY VOLUNTARILY AND KNOWINGLY WAIVE THE RIGHT TO TRIAL BY JURY OF ALL DISPUTES, CONTROVERSIES AND CLAIMS BY, BETWEEN OR AGAINST EITHER COMPANY OR RCU WHETHER THE DISPUTE, CONTROVERSY OR CLAIM IS SUBMITTED TO ARBITRATION OR IS DECIDED BY A COURT, TO THE FULLEST EXTENT ALLOWED BY LAW.

COMPANY’s Right to Opt Out; Arbitration and Waiver of Class Action and Jury Trial
IF COMPANY DOES NOT WANT THIS ARBITRATION AND WAIVER OF CLASS ACTION AND JURY TRIAL PROVISION TO APPLY, COMPANY MAY OPT OUT BY SENDING A WRITTEN REQUEST TO THE CREDIT UNION POSTMARKED WITHIN SIXTY (60) DAYS OF COMPANY’S RECEIPT OF THIS AGREEMENT. THE OPT-OUT MUST INCLUDE COMPANY’S FULL NAME, ADDRESS, TELEPHONE NUMBER, ACCOUNT NUMBER AND PERSONAL SIGNATURE, AND MUST BE MAILED TO REDWOOD CREDIT UNION, PO BOX 6104, SANTA ROSA, CA 95406. OPTING OUT WILL NOT TERMINATE THIS AGREEMENT OR AFFECT ANY OTHER RIGHTS AND OBLIGATIONS COMPANY OR RCU HAVE UNDER THIS AGREEMENT.  

This arbitration provision does not preclude COMPANY from bringing issues regarding COMPANY’s accounts to the attention of any federal, state or local agency or entity. Such agency or entity may be able to seek relief on COMPANY’s behalf.

Nothing in this arbitration provision shall limit COMPANY’s or RCU’s right, whether before, during, or after the pendency of any arbitration proceeding, to exercise any self-help remedies, such as set-off or repossession and sale of collateral, or to obtain provisional remedies (including but not limited to, injunctive relief or interpleader relief). The exercise of such rights will not constitute a waiver of the right to submit any dispute to arbitration.

This Arbitration and Waiver of Class Action and Jury Trial provision shall survive the closing of any of COMPANY’s accounts, the termination of any of COMPANY’s business or transaction(s) with RCU, and any bankruptcy filing to the extent consistent with applicable bankruptcy law, and shall also survive as to any claim within the scope of this Agreement.

If any term or provision of this Arbitration and Waiver of Class Action and Jury Trial provision is held to be invalid or unenforceable, the remaining provisions shall be enforced without regard to the invalid or unenforceable term or provision.

13. How to Contact Us:

COMPANY may contact RCU as follows:

  • Email:
    • Secure email: In online banking, click on the “Messages” option
    • General email: www.redwoodcu.org - click on “Contact Us”
  • Phone: Local - (707) 545-4000 or toll-free - 1 (800) 479-7928
  • Mail: Redwood Credit Union, PO Box 6104, Santa Rosa, CA 95406-0104

Rev. 06/02/2017, Form #380