Protecting your private information is our priority. This Statement of Privacy governs data collection and usage. For the purposes of this Privacy Policy, unless otherwise noted, all references to Globalfy, include https://www.globalfy.com, other website(s) or subdomains operated by us, any of our mobile applications (collectively the “Site”) and Globalfy, LLC, its subsidiaries and affiliates (“Globalfy”, “We” or “Us”).
The terms “You” or “Your” refer to You, the user(s) of the Site, regardless of whether you are a sole natural person, using the Site jointly with another person or people, or an entity.
Globalfy is a financial technology platform aiming to provide services to startups (the “Services”), though we reserve the right to change our business or the Services anytime at our sole discretion.
Collection of your Personal Information
Globalfy may collect personal information, about you, including but not limited to your:
Full Name
Contact information (e.g. email, address, phone number)
Date of Birth
Social Security Number/EIN
Driver’s License Number
Income and financial information
Occupational information
Any other information you voluntarily provide to us including but not limited to Information which you provide while registering on the Site or informing us of your preferences, etc.
We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use the Services available on the Site. These may include: (a) registering for an account on our Site; (b) entering information for a link sponsored by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your credit card or other payment information for payment processing by a third-party (e.g. without limitation, Stripe, etc). To wit, we will use your information for, but not limited to, communicating with you in relation to your use of the Services. We also may gather additional personal or non-personal information in the future.
Sharing Information
Globalfy may share data with trusted partners to help you use the Services, perform statistical analysis, send you email or postal mail, provide customer support, or otherwise optimize your use of the Services. We may learn more about your use of the Site and preferences using a variety of tools including but not limited to artificial intelligence and machine learning applications we may use in our sole discretion. We will make commercially reasonable efforts to ensure all third parties we associate with safeguard your personal information.
Globalfy may disclose potentially personal information and personally-identifying information to its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Globalfy’s behalf or to provide services available on the Site and (ii) that have agreed to the best our knowledge not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country or jurisdiction; by using the Site, you consent to the transfer of such information to them.
Globalfy may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Globalfy or the site; (b) protect and defend the rights or property of Globalfy; and/or (c) act under exigent circumstances to protect the personal safety of users of Globalfy, or the public.
Tracking User Behavior
Globalfy may at its sole discretion keep track of the websites and pages our users visit within Globalfy whether by desktop or mobile device, in order to determine what Globalfy services are the most popular. This data is used to deliver customized content and advertising within Globalfy to customers whose behavior indicates that they are interested in a particular subject area.
Automatically Collected Information
Information about your computer hardware, mobile devices, and software may be automatically collected by Globalfy. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Site.
Use of Cookies
The Globalfy website may use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Globalfy pages or subdomains, or register with Globalfy or use of the Services, a cookie helps Globalfy to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the Site, the information you previously provided can be retrieved, so you can easily use the Globalfy features that you customized.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Site or the Services.
Third-party vendors may also use cookies to serve ads based on a user’s past visits to our Site.
Web Beacons
We may also use a technology called web beacons to collect general information about your use of the Site. The information we collect by web beacons allows us to statistically monitor the number of people who open our emails. Web beacons also help us to understand the behavior of our users, customers, members, and visitors.
Business Transfers
If Globalfy, undergoes a Change of Control (as defined herein) your personal information may become an asset of such a transaction. You acknowledge that such transfers may occur, and that any acquirer of Globalfy may continue to use your personal information as set forth in this policy. As used herein, Change of Control means As used herein, “Change of Control” means (i) a consolidation or merger of Globalfy with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of Globalfy immediately prior to such consolidation, merger or reorganization, continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which Globalfy is a party in which in excess of 50% of Globalfy’s voting power is transferred; or (iii) the sale or transfer of all or substantially all of the Globalfy’s assets, or the exclusive license of all or substantially all of Globalfy’s material intellectual property; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Globalfy or any successor, indebtedness of Globalfy is cancelled, or converted or a combination thereof.
Links
The Site may contain links to other third-party sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.
Security of your Personal Information
Globalfy secures your personal information from unauthorized access, use, or disclosure. Globalfy uses the following methods for this purpose:
SSL Protocol
When personal information (such as name and date of birth) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.
We strive to take appropriate security measures to protect against unauthorized access to or alteration of your personal information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through this Site cannot be guaranteed.
Minors
If you are a minor in your jurisdiction, you may not use Site and the Services.
E-mail Communications
From time to time, we may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. You may opt out of such communication by contacting us.
External Data Storage Sites
We may store your data on servers provided by third party hosting vendors with whom we have contracted.
GDPR and Designated Countries Privacy Rights
This Section only applies to Users and Customers of the Services that are located in the European Economic Area, United Kingdom and/or Switzerland (collectively, the “Designated Countries”) at the time of data collection. We may ask you to identify which country you are located in when you use some of the Services, or we may rely on your IP address to identify which country you are located in. Where we rely only on your IP address, we cannot apply the terms of this Section to any User or Customer that masks or otherwise obfuscates their location information so as not to appear located in the Designated Countries. If any terms in this Section conflict with other terms contained in this Policy, the terms in this Section shall apply to Users and Customers in the Designated Countries.
Globalfy is a data controller with regard to any personal information collected from customers or users of its Services. A “data controller” is an entity that determines the purposes for which and the manner in which any personal information is processed. Any third parties that act as our service providers are “data processors” that handle your personal information in accordance with our instructions.
You may object to our processing at any time and as permitted by applicable law if we process your personal information on the legal basis of consent, contract or legitimate interests. We can continue to process your personal information if it is necessary for the defense of legal claims, or for any other exceptions permitted by applicable law.
If we process your personal information based on a contract with you or based on your consent, or the processing is carried out by automated means, you may request to receive your personal information in a structured, commonly used and machine-readable format, and to have us transfer your personal information directly to another “controller”, where technically feasible, unless exercise of this right adversely affects the rights and freedoms of others.
If you believe we have infringed or violated your privacy rights, please contact us via the information provided herein so that we can work to resolve your concerns. You also have a right to lodge a complaint with a competent supervisory authority situated in a Member State of your habitual residence, place of work, or place of alleged infringement.
California Consumer Privacy Act of 2019 (CCPA)
The CCPA provides California residents with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights.
You have the right to request that Globalfy disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request), we will disclose to you:
The categories of personal information we collected about you.
The categories of sources for the personal information we collected about you.
Our business or commercial purpose for collecting or selling that personal information.
The categories of third parties with whom we share that personal information.
The specific pieces of personal information we collected about you (also called a data portability request).
If we sold or disclosed your personal information for a business purpose, two separate lists disclosing: sales, identifying the personal information categories that each category of recipient purchased; and disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.
CCPA Deletion Request Rights
You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request, we will delete (and make reasonable efforts to direct our service providers to delete) your personal information from our records, unless an exception applies.
We may deny your deletion request if retaining the information is necessary for us or our service provider(s) to:
Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
Debug products to identify and repair errors that impair existing intended functionality.
Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 seq.).
Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
Comply with a legal obligation.
Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
To exercise the access, data portability, and deletion rights described above, please submit a verifiable consumer request to us by either:
Emailing us at or sending a letter to the contact information below.
Only you, or a person registered with the California Secretary of State that you authorize to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child.
You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must:
Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative.
Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.
We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you.
Making a verifiable consumer request does not require you to create an account with us.
We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.
Changes to this Statement
We reserve the right to change this Privacy Policy from time to time. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on our site, and/or by updating any privacy information on this page. Your continued use of the Site and/or Services available through this Site after such modifications will constitute your: (a) acknowledgment of the modified Privacy Policy; and (b) agreement to abide and be bound by that Policy.
Contact Information
Globalfy welcomes your questions or comments regarding this Statement of Privacy. If you believe that Globalfy has not adhered to the protocols herein, please contact us at:
Globalfy, LLC 7345 W Sand Lake Road Ste 210 | Orlando, FL 32819 | t. +1 (866) 428 2030 hi@globalfy.com
Globalfy, LLC and its affiliates (collectively “Globalfy,” “we,” or “us”) welcome you. The term “you” is to be construed broadly and shall apply to natural persons and entities (a “Company”).
This document explains the terms by which you may use the banking and other financial services we make available to you on our website located at https://www.globalfy.com and all related subdomains (the “Site”) or on any of mobile application (the “App,” together with the Site and banking and financial services, collectively the “Services”).
By accessing or using our Services, or otherwise manifesting your assent to these Terms of Use (the “Terms” or “Agreement”), you signify that you have read, understood and agree to this Agreement and our collection, storage, use and disclosure of your personal information as described in this Privacy Policy. If you are accessing the Site or Services on behalf of a Company, you represent and warrant that you are an authorized representative of Company with the authority to bind Company to this Agreement (an “Administrator”), and that you agree to this Agreement on Company’s behalf.
By submitting your application to obtain an account with us (“Account”), you signify that you have read, understood, and agree to be bound by, the Deposit Account Agreements of the banking service provider for your account. We may accept, on your behalf, payments to your account that are not subject to the Electronic Funds Transfer Act (“EFTA”) and Regulation E. Your rights and obligations with respect to such transfers shall be governed and construed in accordance with Office of the Comptroller of the Currency Regulation J, Subpart B-Funds Transfers through Fedwire, and the applicable Office of the Comptroller of the Currency Operating Circular. Electronic transfers sent or received via automated clearing house are subject to the rules of the National Automated Clearing House Association (“NACHA”) and Regulation E. Where none of the above stated rules apply, the transactions contemplated by this Agreement shall be governed by the applicable provisions of this Agreement.
You also agree to receive all notices and other communications from us electronically. Globalfy reserves the right to make unilateral modifications to these terms and will provide notice of these changes by posting an updated version on the Site.
You acknowledge and agree that we at our sole discretion may deny, suspend, or modify any aspect of the Services, or we may suspend or modify the Site or App at any time.
1. Access to Services
Compliance with laws. You may only use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. You are solely responsible for compliance with all applicable laws and regulations in connection with your use of the Site or Services. Except with respect to access to our Site, any use of or access to the Services for consumer or non-commercial purposes by any individual who is not your employee, contractor, agent, or other individual permitted to use your Account on your behalf (“User”) is strictly prohibited and in violation of this Agreement. You acknowledge and agree that we or our Banking Provider reserve the right in our sole discretion to cancel or suspend any of your transactions due to suspicion of fraud or compliance related concerns.
Your Account. Your Account gives you access to certain Services, provided by one of our financial institution partners (“Banking Provider”), and any other functionality that we may establish and maintain from time to time and in our sole discretion. You will need to provide Company information and certain personal information (collectively, “Company Information”), when you apply for an Account. Company Information may include but it not limited to you your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of Administrators, Users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. As of the date hereof our Banking Provider is Blue Ridge Bank N.A., member FDIC, and Unit is our backend software provider.
Our use of Company Information. We provide Company Information to our Banking Providers and other third-party service providers to determine your eligibility for access to certain Services. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account.
Prohibitions. You may agree that you will not: (a) use the Account or the Services for any purpose that is unlawful or prohibited by this Agreement; (b) use the Account or the Services for any personal, family, household, or other use that is not related to Company’s business purpose; (c) use the Account or the Services for the benefit of an individual, organization, or country identified on the United States Office of Foreign Asset Control’s Specially designated Nationals List, (d) use the Account or the Services for any third parties unaffiliated with Company, (e) use the Account or the Services to collect any market research for a competing business, (f) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, (g) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Globalfy IP, data, files, or passwords related to the Services through hacking, password or data mining, or any other means; (h) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services; (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Services; (j) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express, written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and (k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
2. Intellectual Property
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for use in accordance with this Agreement. Except as expressly provided in this Agreement, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Globalfy reserves all rights not expressly granted herein in the Services and the Globalfy IP (as defined below). Globalfy may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Globalfy IP”), and all Intellectual Property Rights related thereto, are the exclusive property of Globalfy and its licensors.
Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Globalfy IP. Use of the Globalfy IP for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
3. Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
4. Site Data and Privacy
By using the Services, you grant Globalfy a non-exclusive, royalty-free, license during the Term to collect, use, disclose, combine, transmit, format, and display Company Information, personal information, and any other information submitted by Company through the Services (collectively, “User Content”), for the purposes provided in our Privacy Policy.
Additionally you grant Globalfy the right to aggregate data we collect from your use of the Services (“Site Data”) and use such Site Data for our business purposes. You also acknowledge and agree that by using the Services, User Content and Site Data will be collected, used, transferred to and processed in the United States. Globalfy uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Company Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use User Content for improper purposes. You acknowledge that you provide User Content at your own risk. Your use of the Deposit Account and Cards is subject to the privacy policies of our Banking Providers.
5. Third-Party Links and Information
The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
6. User Prohibitions
As a user of the Site, you agree not to:
systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
engage in unauthorized framing of or linking to the Site.
trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
make improper use of our support services or submit false reports of abuse or misconduct.
interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
attempt to impersonate another user or person
use any information obtained from the Site in order to harass, abuse, or harm another person.
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
use the Site in a manner inconsistent with any applicable laws or regulations.
7. Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective shareholders, members, directors, officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Submissions; (2) use of the Site and Services; (3) breach of this Agreement; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
8. No Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GLOBALFY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GLOBALFY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
GLOBALFY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND GLOBALFY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLOBALFY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL GLOBALFY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLOBALFY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL GLOBALFY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GLOBALFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10. Term and Termination
This Agreement is effective when you start using our Services and continues until terminated by either you or us, or in accordance with the Banking Provider Agreements or as otherwise set forth in this Agreement (the “Term”).
You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account, by providing you notice.
11. Governing Law
This Agreement, and your use of the Site and Services are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
12. Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in virtually or at a mutually agreed upon locations. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the State of Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than 2 years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
13. Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Globalfy agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
14. Mobile Applications
We grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Agreement. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us on the App; (5) use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App or Site; (8) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.
We make the App available through the Google Play Store or Apple App Store. The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this App license contained in these Agreement or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this App license contained in these Agreement, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this App license contained in these Agreement against you as a third-party beneficiary thereof.
15. General
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Globalfy without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Electronic Notification Procedures and Changes to the Agreement. You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by Administrators and Users. If you sign up to receive certain Globalfy notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to Administrators and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account, and your Deposit Account and may provide Administrators and Users the ability to respond with information about Deposit Account transactions or your Account. Administrators and Users may disable notification preferences to limit the use of certain Service features or to decrease financial risks to the Company. Administrators and Users are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. Administrators and Users will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us if you are having trouble receiving notices from us.
Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Globalfy in connection with the Services, shall constitute the entire agreement between you and Globalfy concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Globalfy’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Compliance by Us. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
Survival. All representations and warranties by you in connection with this Agreement shall survive its termination unless expressly noted otherwise.
This Agreement is effective as of the Last Modified date below. We may amend this Agreement from time to time (an “Amendment” or “Amendments”). Any such Amendments will be posted on the Site. By accessing the Services after we make any such Amendments to this Agreement, you are deemed to have accepted such Amendments without any further obligation due from us. Please refer back to this Agreement on a regular basis.
You may contact us at the following:
Globalfy, LLC 7345 W Sand Lake Road Ste 210 | Orlando, FL 32819 | t. +1 (866) 428 2030 hi@globalfy.com
We are required by law to give you certain information in writing. This means you have the right to receive that information on paper. With your consent, we can provide it to you electronically, instead.
In this Agreement:
In this agreement, “we,” “us,” “our,” and “Globalfy” mean Globalfy, LLC. “You” and “your” refer to the individual or entity signing up for a Globalfy account or using a Globalfy product.
“Communications” means disclosures, notices, agreements, fee schedules, privacy policies, statements, records, documents, and other information we provide to you, or that you sign and submit or agree to at our request.
Globalfy is dedicated to providing the best online banking experience possible, including providing information to you electronically. By accepting this agreement, you agree that you are willing and able to receive Communications in electronic form, and consent to receive Communications in electronic form. If you do not give your consent to receive Communications in electronic and not paper form, you may not open a Globalfy account. If you withdraw your consent to electronic Communications at any point after providing consent hereunder, we reserve the right to terminate your Account.
You agree to receive electronic Communications from us.
As part of your relationship with us, we will provide you with Communications. By accepting this Agreement, you consent to receiving Communications in electronic form for any products, services and accounts that you have or apply for, either now or in the future. You also consent to the use of electronic signatures in your relationship with us.
We may still choose to provide you with information on paper even though you have consented to receive it electronically. In some cases, we are not permitted by law to deliver certain Communications to you electronically. However, if the law changes in the future and permits additional Communications to be delivered electronically, this Agreement will automatically cover those Communications as well.
Delivery
We may deliver electronic Communications to you in several ways.
When we deliver electronic Communications to you, we will either: (1) email them to you; (2) post them on our website; (3) present them on-screen or for download through one of our online or mobile banking services; (4) include them in other electronic Communications that we are delivering to you, such as electronic account statements; or (5) in the manner specified in any other agreement we have with you. If we are not emailing or presenting the information to you directly, we will tell you where you can go to view that information.
If you seek to obtain a new product, service or account with us, we may remind you that you have already consented to receiving electronic Communications and using electronic signatures in your relationship with us. If you choose not to receive electronic Communications or use electronic signatures in connection with the new product, service or account, that choice does not mean you have withdrawn your consent with respect to any other product, service or account.
Technology Requirements
You will need some technology to receive electronic Communications.
To receive and retain electronic Communications from us, you will need the following:
A computer or mobile device with an operating system that supports everything below;
A connection to the internet;
A current version of a web browser that we support. You should check the system requirements periodically for updates to supported software;
A hard drive or other data storage unit;
A valid, active email address; and
A current version of a program that displays PDF files (such as Adobe Reader(R)).
If our hardware and software requirements change, and that change would create a material risk that you would not be able to access or retain electronic Communications, we will give you notice of the change. Continuing to use our electronic services after receiving notice of updates to our system requirements signifies your acceptance of the change and reaffirmation of your consent.
Please keep your contact information up to date.
It is your responsibility to keep all of your contact information current so that we can send you electronic Communications. You can update your email address and other contact information by contacting us.
Withdrawing Consent
You have the right to withdraw this consent at any time. Withdrawing consent may terminate your access to certain electronic services. You may also no longer be able to use certain of our products and services. After we have processed your withdrawal, future Communications required to be in writing will be delivered to you on paper, subject to applicable fees. To withdraw your consent, please contact us at the information below. Your withdrawal of consent will become effective only after we have had a reasonable opportunity to act upon it.
Globalfy, LLC 7345 W Sand Lake Road Ste 210 | Orlando, FL 32819 | t. +1 (866) 428 2030 hi@globalfy.com
Please read this Globalfy Deposit Account Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions and disclosures related to the demand deposit account (the “Account”) made available to eligible businesses by Globalfy, LLC (“Program Partner”), the program partner responsible for managing the Account program, in partnership with Blue Ridge Bank, N.A.
When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, the Program Partner acting as agent for the Bank, and any of the Bank’s affiliates, successors, assignees, agents or service providers. When you see the words “you” or “your,” it refers to you, the commercial owner of the Account, as well as your Authorized Users, representatives, officers, agents and successors.
By opening or continuing to hold an account with us, you agree to be bound by this Agreement as well as any other agreement or document we may provide to you from time to time in connection with the Account.
IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 8 OF THIS AGREEMENT.
1. Account Overview
1.1. How to Contact Us
You may contact us with any questions or concerns regarding your Account. All communication between you and us will be handled by the Program Partner. The best way to contact us is through email at help@globalfy.com. You may also contact us by phone at 1-866-428-2030 or through the Online Banking Services (see Section 1.3).
1.2. Type of Account and Eligibility
The Account is a non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. To open an Account, you must be a sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership (collectively, “Business Entity”) within the fifty (50) United States and the District of Columbia. Other eligibility requirements may apply. This Account may only be used for business purposes and cannot be used for any personal, family or household purposes.
We may decline to open an Account for any reason at the sole discretion of the Bank or Program Partner. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.
1.3. Online or Mobile Access To Your Account
When you open an Account, you will also be enrolled in an online business banking service or mobile application (collectively, “Online Banking Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Banking Services separate from your Account. If you cancel your enrollment in the Online Banking Services at any time, we may close your Account (see Section 3.12 below).
Unless otherwise specified in this Agreement, the Online Banking Services and any of its features are governed by the Program Partner’s Terms of Use, available at [PLACEHOLDER], and Privacy Policy available at [PLACEHOLDER]. Please review these documents carefully because by using the Online Banking Services, you agree to be bound by them. These services are not provided or controlled by the Bank or this Agreement, and you agree not to hold the Bank liable for issues that may arise from your use of the services or features.
1.4. Paperless Account
To open an Account, you must agree to go “paperless.” This means that you must (1) provide us with and continue to maintain a valid email address and (2) accept electronic delivery of all communications that we need or decide to send you in connection with your Account by agreeing to our [Title of separate ESIGN consent document and link][1] .
1.5. Authorized Users
You may be given the ability to designate additional individuals (“Authorized Users”) who you authorize to access your Account and/or conduct transactions through your Account. By establishing an Authorized User, you understand that any transaction authorization, instruction or any other action concerning your Account that your Authorized User engages in shall be deemed authorized by you and valid and we are under no obligation to investigate the authorization, instruction or activity. You also agree that you will not hold us liable for acting upon any such authorization, instruction or activity. We will continue to treat all actions taken by your Authorized User as authorized by you until you revoke the Authorized User’s access to your Account by notifying us by email at help@globalfy.com. We also reserve the right to terminate your Authorized User’s access to the Account for any reason and without advance notice.
1.6. How To Open an Account
You may open an Account by visiting the Program Partner’s website at www.globalfy.com and following the instructions there.
Any person completing the Account opening process or otherwise completing any Account opening requirements represents and agrees that they:
Are authorized to execute all documents or otherwise complete our requirements in their stated capacity
Have furnished all documents or other information necessary to demonstrate that authority
Will furnish other documents and complete other requirements as we may request them
Certify that, to the best of his or her knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct
We may refuse to recognize any resolution or document affecting the Account that appears to us to be incomplete, improperly executed, or fraudulent.
Important information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account. This means that when you open an Account, we will ask for information that allows us to identify you. We may ask for a driver’s license or other identifying documents for your business, Authorized Users, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.
1.7. Minimum Deposits and Balances
There is no minimum deposit required to open an Account and no minimum balance you need to maintain in your Account.
1.8. Interest Disclosures
This Account is not interest-bearing. No interest will be paid on this Account.
1.9. Authority
You agree that we may honor and rely upon the instructions or the execution, delivery and/or negotiation of any check, substitute check, draft, withdrawal order, instruction or similar instrument (collectively, “items”) or document by any of your authorized agents regardless of the necessity or reasonableness of such action, the circumstances of any transactions affected by such action, the amount of the transaction, the source or disposition of any proceeds and regardless of whether the relevant items or documents result in payment to the authorized agent or an individual obligation of the authorized agent or anyone else. “Authorized agents” include Authorized Users and any person who has signed a signature card, who is authorized by this Agreement, any resolution or otherwise to access or use the Account. It also includes any person who has been permitted by you or another authorized agent to act on your behalf in dealing with us.
You agree that you may not deny the authenticity, validity, binding effect and authorization of any action we take in reliance upon the instructions, items or documents provided by an authorized agent unless you have previously revoked such person’s authority to access or use your Account by emailing us at help@globalfy.com and we have confirmed our acceptance of your notice.
1.10. Power of Attorney and Attorneys-In-Fact
We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act on your behalf for your Account. You must obtain written approval from us before we will honor any power of attorney. Email us at help@globalfy.com for approval if you plan to create a power of attorney. Please be aware that it may take up to two (2) weeks for us to review your request. If approved, we will honor orders and instructions from your attorney-in-fact until (1) we receive a written revocation from you; (2) we are notified that you or your attorney-in-fact have died or become incapacitated; or (3) we terminate our acceptance of the power of attorney. We may terminate our acceptance at any time, for any reason and without notice to you, and you agree not to hold us liable for any damages that may result from such action. You also agree to hold us harmless for any actions we take based on the instructions of your attorney-in-fact, including if it is later determined that your power of attorney was invalid or improperly executed.
1.11. Death or Incapacitation
You agree that if we receive notification or if we have reason to believe that you or any Authorized User has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your heir, devisee or successor. Until we receive notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Account. Your estate will be responsible for repaying us for any tax liability resulting from payment of your account balance to your estate. You agree to hold us harmless for any actions we take based on our belief that you have died or become incapacitated. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice.
1.12. Our Relationship With You
By opening an Account, we are establishing an Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the Commonwealth of Virginia. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us.
1.13. Third-Party Service Providers
We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”), in connection with your Account. Unit may assist us in processing transactions, handing account operations, and providing technological connection to the Program Partner and the Bank. By using your Account, you license and authorize us to access information maintained by Unit and/or other third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. In particular, you agree that Unit may perform any functions on your Account that we are otherwise authorized to perform and that Unit’s access and use of your information will be governed by the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy.
1.14. Confidentiality and Our Privacy Policy
Your privacy is important to us. Under this Agreement, we will only disclose information about your Account or the transactions you make in accordance with our Privacy Policy, available at https://www.mybrb.com/privacy-policy.html. Unit may also disclose information concerning your Account and transactions that it obtains as a third-party service provider in accordance with its Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy. By opening an Account, you agree to both our and Unit’s privacy policies.
In addition, we disclose your information to Unit in order to facilitate the Account and for other ancillary purposes. You agree to Unit’s use of your information in accordance with the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy.
1.15. Cell Phone Communications
By providing us with your cellular phone or other wireless device number, you are expressly consenting to receiving non-marketing communications at that number—including but not limited to prerecorded or artificial voice message calls and text messages—from us and our affiliates and agents. This consent applies to all telephone numbers you provide to us now or in the future. Your telephone or mobile service provider may charge you for these calls or messages. You also agree that we may record or monitor any communications for quality control and training purposes.
1.16. Our Business Days
Our business days are Monday through Friday, excluding federal holidays.
2. Your Account Responsibilities
We strive to keep your Account secure and provide you with tools and services to help you manage your Account. However, there are certain things you should do to protect your Account and your funds.
2.1. Notify Us If Your Information Changes
You must notify us immediately if there is a change to your business or trade name, the names of any individual or Authorized User with access to your Account, telephone number, mailing address, email address or any other information you have provided us so that we can continue to provide you with statements and important notices concerning your Account.
2.2. Keep Track of Your Transactions and Available Balance
It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.
You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to Sections 3.10, 4.5, 4.6, and 6.10 for information concerning errors and unauthorized activity.
2.3. Protect Your Account Information
It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number, debit card, and statements secure at all times, and be careful about who you share this information with. If the Program Partner provides you with access to Online Banking Services, make sure to also keep your computer or mobile device secure at all times, with updated software, and avoid accessing the Online Banking Services when others can see your screen.
If your Account number, debit card, mobile device or Online Banking Services login credentials are lost or stolen, notify us immediately to keep your losses to a minimum. Please refer to Section 4.5 for information and applicable deadlines for notifying us of losses or theft.
3. General Rules Governing Your Account
You understand that any payment instruction or activity performed using any Online Banking Services provided to you by the Program Partner shall be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity.
3.1. Deposits Into Your Account
You may make deposits into your Account using any of these methods described below. We do not charge you any fees for making deposits.
Deposit Method
Limitations for Your Account
Direct Deposits*
No limits
Direct payments/ACH debits via ACH Origination Service (see Section 5) (Deposits resulting from payment requests initiated from your Account) And ACH transfers to your Account from a connected bank account with another institution (See section 3.6)**
$10,000/day $100,000/month
Internal transfers between eligible accounts managed by the Program Partner
No limits
Outbound domestic wire
No limits
Cash deposit at in-network ATM
$1,000/transaction $2,000/day You can use your debit card to make deposits at in-network ATMs. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.
* The recipient’s name on any direct deposit, ACH transfer or Check must match the name on the Account or the deposit may be returned to the originator or rejected. ** You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.
You understand and agree that to initiate deposits via direct payments/ACH debit, you must comply with the ACH Origination Service security procedures described in Section 5.4 below.
We do not accept cash deposits by mail, or paper check or foreign currency deposits: We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.
Cash: We do not accept cash deposits made by mail. If you mail us a cash deposit, we will send the cash back to you.
Paper Checks: If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you have on your Account or send the check back to you.
Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.
We will send all items back to the address we have for you and we are not liable if you do not receive the items.
You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.
For more information about deposits and when funds from a deposit will be made available to you, please refer to Section 3.2.
3.2. Our Funds Availability Policy
It is our policy to make deposits made to your Account each business day available for withdrawal according to the table below. The end of the business day is referred to as the “deposit cut-off time”. If you make a deposit before our cut-off time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.
If you make a deposit via…
The cut-off time is…
And those funds are available…
Internal transfer between two Accounts you have with us
N/A
Immediately
Direct deposit
3:00 PM ET
Same business day
Domestic wire
1:00 PM ET
Same business day
Cash deposit at in-network ATM
3:00 PM ET
Next business day
The availability of funds transferred to your Account from a connected bank account held by another financial institution follow different rules. Please refer to Section 3.6 for more information. In addition, the availability of any funds credited to your Account as a result of transactions initiated via the ACH Origination Service also follow different rules. Please refer to Section 5 for more information.
3.3. ACH Credit Transactions and UCC Article 4A
Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry shall not be deemed to have paid you in the amount of such entry.
Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.
We may accept on your behalf payments to your Account which have been transmitted through one or more Automated Clearing Houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, unless otherwise specified in a separate agreement that the law of some other state shall govern.
3.4. Problems that Could Occur With Deposits
If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn. Please refer to Section 3.11 concerning overdrafts for more information.
3.5. Withdrawals From Your Account
You may withdraw funds up to the amount of your Available Balance in your Account using any of the following methods and subject to the following limits:
Withdrawal Method
Limitations for Your Account
Internal transfers between eligible accounts managed by the Program Partner
No limits
ACH transfers from your Account to a connected bank account at another institution* (See Section 3.6) And ACH transfers from your Account to another bank account via ACH Origination Services (See 5)
$10,000/day $100,000/month
ACH transfer to a merchant or other third party you authorize to withdraw from your Account using your routing number and account number
No limits
ATM withdrawals
$1,000/day
Domestic wire
$100 minimum per wire transfer
POS transactions and other transactions at merchants using your debit card
$5,000/day
* You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.
If you have been issued a debit card for your Account, there may also be limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any applicable limitations and other terms.
You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.
Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.
3.6. Transfers To or From Connected Bank Accounts
You may be provided with the ability to link another bank account you have with another financial institution (“connected bank account”) to your Account with us to make inbound and outbound ACH transfers between the connected bank account and your Account through the Online Banking Services. An “inbound transfer” moves funds into your Account from a connected bank account. An “outbound transfer” moves funds from your Account to a connected bank account. We will facilitate transfers to a connected bank account separate and apart from any access we provide you to the ACH Origination Service (see Section 5 below).
For inbound transfers, we will debit your connected bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you by the fifth (5th) business day after the funds have been credited to your Account.
For outbound transfers, we will debit your Account with us and credit your connected bank account on the next business day after you initiate the transfer. The financial institution that holds your connected bank account determines when those funds will be made available to you in your connected bank account.
The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day that we are open.
There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see sections 3.1 and 3.5.
You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You also agree to indemnify and hold us harmless from any claims by any business or person related to the connected bank account, including any other owner of the connected bank account. You may only link a bank account that is a deposit account, such as a checking, savings, or money market account.
3.7. No Illegal Activity, Internet Gambling and Right to Refuse Transactions
You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for internet gambling. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity, online gambling or for any other reason at our discretion.
3.8. How We Post Transactions To Your Account and Determine Your Available Balance
3.8.1. Posting Overview
To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:
Credit and debit – A credit increases your balance and a debit decreases your balance.
Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.
Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.
Card authorization and settlement – When you use a debit card to make a purchase, the transaction occurs in two steps: card authorization and settlement. Card authorizations reduce your Available Balance, but not your ledger balance. Settlement reduces both your Available Balance and your ledger balance. Card authorizations are removed when settlement occurs or after a certain number of days have passed, whichever is sooner. Please see Section 3.8.4 for more information about card authorizations and settlement.
3.8.2. Posting Order
We receive transactions throughout the day and post them to your Account as they are received and in the order that they are received. Note that for debit card transactions, we consider the transaction received when the merchant requests settlement, which may occur several days after you authorize the transaction. See Section 3.8.4 for additional information concerning how debit card transactions are processed.
We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.
3.8.3. Determining Your Available Balance
To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract any card authorizations and pending debits. All transactions are debited or credited from your Available Balance in the order received.
You may check your available balance through the Online Banking Services. Keep in mind that your Available Balance may not reflect every transaction you have initiated or previously authorized. For example, your Available Balance may not include transactions you have authorized that we have not received.
3.8.4. Debit Card Authorizations
If you are issued a debit card with your Account, you will be able to use your card to pay for goods or services or conduct other transactions with a merchant. When you engage in a transaction with a merchant using your debit card, the merchant will request preauthorization (“card authorization”) for the transaction. If there are sufficient available funds in your Account, we will approve the request and reduce your Available Balance for as long as the card authorization remains on your Account.
Your Available Balance will generally be reduced by the amount of the card authorization. If you use your card at a restaurant, your Available Balance may be reduced by the amount of the card authorization plus up to an additional twenty percent (20%) of that amount, to account for potential tipping.
The card authorization will remain on your Account until the merchant sends us the final amount of the transaction and requests payment (“settlement”). In most cases, If the merchant does not request settlement, or the merchant is delayed in requesting settlement, the card authorization will automatically be removed after three (3) days. However, for certain merchants such as hotels and rental car companies, it may take up to thirty (30) days for the card authorization to be removed.
It is important to understand that the merchant controls the timing of card authorizations or settlement. A merchant may request settlement after the card authorization has been removed from your Account. This means that if you use the funds in your Account after the card authorization has been removed and the merchant later requests settlement, your Account may become overdrawn. A merchant may also request settlement for an amount that is different than the card authorization. Therefore, it is important that you keep track of your transactions and your balance. Once we have approved a card authorization, we cannot stop the transaction and you will be responsible for repaying any negative balance that may occur.
3.9. Statements
Statements will periodically be provided to you through the Online Banking Services as long as your Account is not inactive. You will receive a statement monthly as long as you have transactions on your Account during the statement period. If there were no transactions on your Account, we may not provide you with statements or may provide you with statements on a less frequent basis. You will not receive paper statements.
3.10. Errors On Your Account and Limitations of Liability
You agree to carefully review your statements and promptly report to us any errors or unauthorized activity by emailing us at help@globalfy.com within thirty (30) days after we make the statement available to you. Unless otherwise specified in this Agreement or required by law, if you do not provide us with timely notice of an error or unauthorized activity, we will deem our records concerning your Account to be correct and you agree that we will not be liable to you for any loss you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your Account at any time and without notice to you to correct an error or address unauthorized activity.
In any case, our maximum liability to you will never exceed the amount of actual damages proven by you. Our liability may also be further reduced by the amount of the loss that is caused by your own negligence or lack of care, as well as any recovery of the loss you obtain from third parties. Please refer to Section 4 for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability. There may also be other limitations of liability contained in this Agreement.
3.11. Overdrafts, Nonsufficient Funds and Negative Balances
We do not permit you to overdraw your Account. If the Available Balance in your Account is not sufficient to cover any transaction you have authorized, we may return the transaction or refuse to process the transaction. However, there may be instances where your Account can still go into the negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any negative balance. If your Account has a negative balance for sixty (60) calendar days or more, we may close your Account.
3.12. Closing Your Account and Account Suspensions
You can close your Account at any time and for any reason by emailing us athelp@globalfy.com. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.
We may also suspend or close your account, or suspend or disable any service or feature of your Account, at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, if multiple transactions are returned on your Account, or if you otherwise present undue risk to us or Unit. We may also close your Account if you have not made any deposits or withdrawals from your Account in over twelve (12) months. In addition, canceling your enrollment in the Online Banking Services with the Program Partner will result in our closure of the Account and our return of your funds. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account.
If your Account is closed with a balance greater than $1.00, we will return any funds you may have in the Account to you by paper check. We reserve the right not to return the funds to you if the balance in your Account is $1.00 or less. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation by you, our limitations of liability, and any terms governing arbitration).
3.13. Dormancy, Inactivity and Unclaimed Property
State law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period of time specified under applicable law. Each state has varying laws as to when an account becomes dormant, and we may be required to send the balance in your Account if it becomes dormant to the state of your last known address. We will make reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds by simply conducting transactions, contacting us about your Account or replying to any abandoned property notices we may provide to you.
We may also place your Account in an inactive status if you have not had any transaction for at least six (6) months. If your Account becomes inactive, you may not receive statements or be able to conduct certain transactions. Inactive Accounts must be reactivated. Contact us by email at help@globalfy.com to reactivate your Account.
3.14. Account Fees and Fee Schedule
There are no fees associated with this account. Fees are subject to change at any time. We will provide you advance notice of any changes where required by law.
4. Electronic Fund Transfers
Your Account allows you to withdraw funds up to the Available Balance or make deposits through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers, debit card transactions and direct deposits. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Account. You may also receive additional services through Online Banking Services provided by the Program Partner, that allow you to initiate EFTs to and from your Account that are not described in this Agreement. You will be provided separate agreements and disclosures applicable to those services by the Program Partner.
4.1. Types of EFTs Supported by Your Account
Your Account allows the following types of EFTs:
Direct deposits from your sources of income
Transfers to or from your Account to or from a connected bank account (see Section 3.6)
Transfers to or from your Account to a merchant or other third party by providing the third party with your Account routing number and account number
Purchases or other transactions using your debit card
ATM deposits or withdrawals using your debit card
4.2. Limitations on EFTs
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. For limits that apply to transfers to or from your Account from a connected bank account, please refer to Section 3.6. These security-related limits may change from time to time.
If you have been issued a debit card for your Account, there may also be transaction limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any limitations and other terms.
4.3. Documentation of Your Transactions
We will provide you information about each transaction that debits or credits your Account on your statements. Please refer to Section 3.9 for information about statements. You may also be able to view your transaction history and other information through Online Banking Services provided to you by the Program Partner. You may also contact us by email at help@globalfy.com or by phone at 1-866-428-2030 for information concerning your Account or your transactions.
If you are provided with a debit card, you can get receipts at the time you make a withdrawal at an ATM or a purchase at a point-of-sale terminal when using your card.
4.4. Preauthorized Transfers, Stop Payments and Notices of Varying Amounts
If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a Preauthorized Transfer. You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal.
4.4.1. How to Request a Stop Payment
If you authorize a third party to take payments from your Account on a regular basis through a Preauthorized Transfer, you can place a stop payment on those payments by contacting us by email at help@globalfy.com at least three (3) business days before the next payment is scheduled to be made.
You must provide us with (1) your name, (2) your Account number, (3) the company or person taking the payments, and (4) the date and amount of the scheduled payment you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.
4.5. Questions About Your EFTs and Reporting Errors or Unauthorized EFTs
You may contact us with questions concerning EFTs that occur on your Account. For card related transactions, contact us at 1-833-333-0417; for all other transactions call us at 1-866-428-2030 or email us at help@globalfy.com.
You may also contact us using the methods above to report suspected errors or unauthorized EFTs. Be sure to contact us immediately if you believe that an error or unauthorized EFT has occurred or may occur concerning your Account, or if your Account, debit card, or Online Banking Services login credentials have been lost, stolen or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:
Your name and Account number.
A description of the error or the EFT you are unsure about and why you believe it is an error or why you need more information.
The dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing by email within ten (10) business days.
After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.
4.6. Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment
We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. You agree that in no event will we be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of your loss. You also agree that we will not be liable for any amount of loss that you may incur if you:
Do not tell us about an error or unauthorized EFT within thirty (30) days after the first statement showing the error or unauthorized EFT is made available to you; or
If you do not provide us with the information necessary to place a stop payment on a Preauthorized Transfer in a timely manner.
In addition, we are not liable for any losses you may incur in any of the following circumstances:
If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
If the ATM you use does not have enough cash.
If the failure is due to an equipment or system breakdown, such as a problem with the Online Banking Services provided by the Program Partner, that you knew about before you began a transaction.
The failure was caused by an Act of God, fire or other catastrophe, or any other cause beyond our control despite reasonable precautions we have taken.
If your funds are not available due to a hold or if your funds are subject to legal process.
If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
If your Account is closed or inactive.
There may be additional exceptions stated in our or Unit’s agreements with you or permitted by law.
5. ACH Origination Service
5.1. Description of ACH Origination Service
The ACH Origination Service allows you to instruct us to create and/or send a NACHA formatted file on your behalf to execute the transfer of funds to/from another financial institution to disburse/concentrate funds or to make payments/collect funds to/from another party via the System. All transactions executed through the ACH Origination Service described above will be collectively known as (“ACH transactions”.) The ACH Origination Service is only accessible through the Online Banking Services. Your use of and access to the ACH Origination Service is separate and apart from your ability to facilitate transfers via ACH to a connected bank account (see Section 3.6).
We will facilitate only Internet-Initiated/Mobile Entry (“WEB”) and Corporate Credit or Debit Entry (“CCD”) ACH transactions through the ACH Origination Service. We will select, at our sole discretion, whether to facilitate any given ACH transaction as a WEB transaction or CCD transaction.
Unless otherwise defined in this Agreement, capitalized terms that appear in this Section 5 shall have the meanings set forth in the Operating Rules (the “Rules”) of the National Automated Clearing House Association (“NACHA”).
5.2. Processing Deadlines
Except as provided in Security Procedures in Section 5.4 below, we shall (i) process entries received from you to conform with the file specifications set forth in the Rules, (ii) transmit such entries as an Originating Depository Financial Institution to the Federal Reserve Bank, and (iii) settle for such entries to the specified accounts as provided in the Rules.
We shall transmit such entries to the Federal Reserve Bank by the deadline of the ACH one (1) business day prior to the Effective Entry Date shown in such entries, provided (i) such entries are received 3:00 PM ET on a business day, (ii) the Effective Entry Date is at least two (2) days after such business day, and (iii) the Federal Reserve is open for business on such business day. A “business day” is a day in which the Federal Reserve Bank is opened to the public for carrying on substantially all of its business, other than a Saturday, Sunday, or legal holiday.
If any of the requirements of clause (i), (ii), or (iii) listed above are not met, we shall use reasonable efforts to transmit such entries to the Federal Reserve Bank by the next deposit deadline on which the Federal Reserve is open for business.
5.3. ACH Rules
When engaging in any transaction through the ACH Origination Service, you agree to comply with the Rules. You can obtain a copy of the Rules from NACHA at 13450 Sunrise Valley Drive, Suite 100 Herndon, VA 20171; instructions for obtaining a copy of the Rules are also available at www.nacha.org. You agree to comply with and be bound by the Rules. In the event you violate any of the applicable Rules and NACHA imposes a fine on us because of your violation, we may charge the fine to you. We agree to inform you of revisions to the Rules of which we have knowledge. Our current process does not support the origination of IAT’s (International ACH Transactions).
5.4. Security Procedures
Our security procedures or security requirements are integrated into the Online Banking Services, and you acknowledge and agree that these security procedures are a commercially reasonable method of providing security against unauthorized payment orders. You agree to submit ACH origination requests solely through the Online Banking Services.
5.5. Our ACH Origination Obligations
In a timely manner and in accordance with the Rules, we will process, transmit and settle for the entries received from you, which comply with the terms of this Agreement and/or any addendums or future addendums.
5.6. Warranties
You warrant and agree that:
Each entry is accurate, timely, and has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules.
Each debit entry is for an amount, which on the settlement date with respect to it, will be owing to you from the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit entry.
You have complied with all pre-notification requirements of the Rules.
You will comply with the terms of the Electronic Funds Transfer Act, if applicable, or Uniform Commercial Code Article 4A if applicable, and the laws of the United States. You shall otherwise perform your obligations under this Agreement in accordance with all applicable laws and regulations. You shall indemnify us against any loss, liability or expense (including attorney’s fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.
5.7. Authorized Daily Dollar Limits
There are limitations on the frequency and amount of ACH transactions you can originate from your Account using the ACH Origination Service. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. These security related limits may change from time to time.
Inherent to the implementation of any ACH Origination Service is a degree or risk assumed by us. It is possible for you to expose us to significant financial liability if you do not have sufficient funds on deposit in the Account to settle ACH transactions or returns. We reserve the right to periodically request and review your financial information and revoke your access to ACH Origination Service if we believe, in our sole discretion, that you cannot financially support your liability for ACH transactions originated from the Account.
The following types of ACH transactions may be originated using the Account and the Online Banking Services: CCD and WEB.
5.8. Provisional Credit
You acknowledge that the Rules make provisional any credit given for an entry until the financial institution crediting the account specified in the entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party.
5.9. Settlement
You will maintain the Account during the term of this Agreement. You will maintain in the Account as of the applicable settlement date immediately available funds sufficient to cover all credit and debit entries initiated by you. You authorize us to debit the Account on the applicable settlement date in the amount of each entry. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that we may debit any account maintained by you with us or that we may set off against any amount we owe to you, to obtain payment of your obligations under this Agreement.
5.10. Cancellation or Amendment
You shall have no right to cancel or amend any entry/file after its receipt by us. However, we shall use reasonable efforts to act on a request, in writing, by an Authorized User to cancel an entry/file before transmitting it to the Federal Reserve Bank. Any such request shall comply with the security procedures described in Section 5.4 above. You may be required to submit a new transfer request in writing or electronically through the Online Banking Services. We shall have no liability if the cancellation or change is not affected.
5.11. Reversals
You may request the reversal of an entry for erroneous or duplicate transactions that have been transmitted to the Federal Reserve by contacting us through the Online Banking Services.
5.12. Rejection of Entries
We shall reject any entry, including an on-us entry, which does not comply with the requirements of this Agreement and may reject any entry if you are not otherwise in compliance with the terms of the Agreement. We shall notify you by email or via the Online Banking Services of such rejection no later than the business day such entry would otherwise have been transmitted by us to the ACH or, in the case of an on-us entry, its effective entry date.
5.13. Returned Entries
We shall notify you by email or via the Online Banking Services of the receipt of a returned entry from the Federal Reserve no later than one business day after the business day of such receipt. We shall have no obligation to re-transmit a returned entry if we complied with the terms of this Agreement with respect to the original entry.
You agree not to exceed ninety five percent (95%) of any thresholds set forth in the NACHA Rules for returns on the basis that the Transaction was unauthorized, returns for administrative reasons, or all returns regardless of the cause in any thirty (30) day period. You further agree not to exceed one-half percent (0.5%) returns on the basis that the Transaction was unauthorized in any thirty (30) day period irrespective of whether any NACHA thresholds have been exceeded. Returns on the basis that the transaction was unauthorized will be assigned a NACHA return status of R07 (“authorization revoked by customer”), R10 (“customer advises not authorized”), or R29 (“corporate customer advises not authorized”).
We reserve the right to limit, suspend, or terminate your ACH Origination Service privileges for any violation of this Section 5.13.
5.14. Notifications of Change
We shall advise you of all notifications of changes that we receive related to entries that you transmit by email or via the Online Banking Services no later than five (5) business days after receipt thereof.
5.15. Fees
You agree to pay us for ACH Origination Service provided under the Agreement in accordance with the current schedule of fees in Section 3.14 above. We may change our fees from time to time upon written notice.
5.16. Audits
We shall have the right to audit any records for compliance with the agreements and Rules relating to ACH Transactions originated by you.
5.17. ACH Origination Service Liability, Limitations on Liability & Indemnity
WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE ACH ORIGINATION SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING WITHOUT LIMITATION THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY FILE RECEIVED FROM YOU) OR THOSE OF ANY OTHER PERSON. WE ARE AUTHORIZED BY YOU TO PROCESS TRANSACTIONS IN ACCORDANCE WITH THE INFORMATION THAT WE RECEIVE IN THE ISSUED FILE TRANSMISSION FROM YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE FILE, AND WE SHALL HAVE NO RESPONSIBILITY FOR ERRONEOUS DATA PROVIDED BY YOU. YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) WE SUFFER OR INCUR RESULTING FROM ANY THIRD-PARTY LAWSUIT, CLAIM, ARBITRATION OR OTHER ACTION, ACTUAL OR THREATENED, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, NATURAL DISASTER, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL. NOTWITHSTANDING THE ABOVE, WE WILL REIMBURSE YOU FOR EXPENSES INCURRED (E.G. WIRE FEES) IN THE EVENT OF OUR FAILURE OR DELAY IN TRANSFERRING FUNDS SOLELY CAUSED US.
IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT OR OMISSION OF YOU OR ANY OTHER PERSON.
PERFORMANCE INTERRUPTION OF THE ACH ORIGINATION SERVICE FOR ANY REASON SHALL NOT RELIEVE YOU OF YOUR OBLIGATION TO MAKE ANY TAX DEPOSIT, AND WE WILL INCUR NO LIABILITY TO YOU FOR YOUR FAILURE TO MAKE ANY REQUIRED TAX PAYMENT BY OTHER MEANS IN THE EVENT OF SUCH INTERRUPTIONS.
5.18. Inconsistency of Name and Account Number
You acknowledge that, if an entry describes the Receiver inconsistently by name and/or account number, payment of the entry may be made based on the account number even if it identifies a person different from the named Receiver. You are solely responsible for providing correct information for all ACH Origination Service requests through the Online Banking Services.
5.19. Termination
You may cancel your ACH Origination Service at any time by providing us with written notice. Your access to the ACH Service through Online Banking Services will be suspended within three (3) business days of our receipt of instructions to cancel your ACH Origination Service from any Authorized User. We shall be entitled to rely on any written notice believed by us, in good faith, to be signed by any Authorized User. We shall have no obligation to transmit entries if you are in default of any of its obligations under this Agreement, including the obligation to pay any related fees for each credit and debit entry.
You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated and recurring transactions, will be cancelled as a result of termination of your ACH Origination Service. You agree that we can terminate or limit your access to the ACH Origination Service for any of the following reason without prior notice:
If you have insufficient funds in your Account. The ACH Origination Service may be reinstated, at our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.
You breach any term of this Agreement and/or the Rules.
Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion. Any unprocessed transactions including future dated and recurring transactions will be canceled as a result of termination of your ACH Origination Service.
5.20. Notice Disclosure
Under the operating rules of NACHA, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item, and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statements we provide you.
6. Wire Transfers
The Account may permit domestic wire transfers through Online Banking Services provided to you by the Program Partner.
6.1. Types of Wire Transfers Supported by Your Account
Your Account may support receiving and/or initiating domestic wire transfers. Refer to Sections 3.1 and 3.5 to determine whether you will be able to receive wires, initiate wires, or both. We may make use of correspondents, agents, subagents, and funds transfer and communication systems.
We may select any means for the transmission of funds that we consider suitable. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents, and we shall not be liable for any errors, delay, misdelivery, or failure of delivery by any of them unless applicable law says otherwise.
We will not be liable for our inability to perform our obligations under this Agreement when such inability arises out of causes beyond our control, including but not limited to, any act of God, accident, labor disputes, power failures, system failure, equipment malfunction, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake, or the failure of any third party to provide any electronic or telecommunication service used in connection with the execution or cancellation of a wire transfer.
6.2. Limitations on Wire Transfers
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. There may be limits on the beneficiaries who can receive a wire transfer you initiate from your Account. These security-related limits may change from time to time.
6.3. Cut-Off Times for Wire Transfers
We have cut-off hours for processing wire transfers. If a wire request is received by 1:00 PM ET on a Business Day and verified through our security procedures outlined in the section below titled “Security Procedures,” funds will be processed the same business day. If it is received after 1:00 PM ET or on a non-Business Day and verified through our security procedures, funds may be processed the next business day.
We may treat any wire transfer request received at or after our cut-off time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day.
6.4. Security Procedures
You agree and consent to the use of certain security procedures by us to confirm the validity of the wire transfer request made pursuant to this Agreement. You understand the security procedures are not designed to detect errors in the content of the wire transfer request or to prevent duplicate transfers. Some elements of the procedures will vary, depending upon the method used to initiate a wire transfer. You hereby agree that your utilization of any security procedure established hereunder shall constitute your agreement to its use and affirmative acknowledgment of its commercial reasonableness.
You further agree that any wire transfer request that is acted upon in good faith by us in compliance with these security procedures, whether in fact authorized by you, shall constitute an authorized wire transfer.
6.5. Liability for Incorrect Wire Transfers
You are responsible for providing us with the accurate name and account number for wire transfers, and we are responsible for transmitting money to the account number you provided.
When you provide us with a name and account number for us to process a wire transfer, we may make payment solely on the basis of the account number, even if the account number identifies a person different from the beneficiary so named. We or an intermediary bank may send a wire transfer to an intermediary bank or beneficiary’s/designated recipient’s bank based solely on the bank identifying number, even if the payment order indicates a different name. You should be very careful when providing the account number for a wire transfer.
If you have provided us with the wrong account number, there may be no way to correct the error or retrieve the funds. You agree that you will pay the amount of a wire transfer even in such circumstances. You are responsible for any losses resulting from an incorrect account number or your misidentification of the beneficiary/designated recipient.
If you think a wire transfer is wrong or if you need more information about a wire transfer, you must contact us by email at help@globalfy.com as soon as possible and no later than fourteen (14) days after you receive your monthly statement. If you do not tell us about an error, we will not have any obligation to pay interest on the amount of an unauthorized or erroneous wire transfer for which we are liable, and you will also be liable to us for any damages or losses we may incur.
6.6. Payment
You must pay us the amount of the wire transfer, plus any applicable fees, before we will execute the wire transfer request. Please see Section 3.14 of this Agreement for fees applicable to wire transfers.
6.7. Execution of Wire Transfers
A wire transfer request is considered accepted by us when we execute it. Please refer to Section 6.3 concerning cut-off times for more details. You can verify whether your wire transfer request has been executed by emailing us at help@globalfy.com or by calling us at 1-866-428-2030.
We have no responsibility to accept any incoming wire transfer(s) for your benefit. Likewise, we have a right to reject any wire transfer request(s) for an outgoing wire transfer for reasons including, but not limited to, insufficient or uncollected funds in the account specified in the wire transfer request, a request that fails any requires security procedures, our inability to execute the wire transfer for the reasons set out in the section of this agreement entitled method used to make the wire transfer above, or if we are unable to verify the authenticity of the wire transfer request. If we stop a domestic outgoing wire transfer, we will refund the fee.
If we determine, in our sole discretion, not to honor, execute, or accept a wire transfer request, we will make reasonable efforts to notify you. We will also make reasonable efforts to notify you promptly if a wire transfer is returned to us after its execution. In either case, we shall have no liability by reason of our delay or failure to provide you with notice, and we shall have no obligation to resend a wire transfer if we complied with the original wire transfer request and such wire transfer was returned to us.
6.8. Cancellation or Amendment of Wire Transfer
Once we receive a wire transfer request, it may not be able to be canceled or amended. However, at our discretion, we may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which we are notified of a request for cancellation or amendment complies with our security procedures. However, we shall have no liability if such cancellation or amendment is not affected. You agree to indemnify and hold us harmless from all liabilities, claims, damages, costs, and expenses we may incur in attempting to cancel or amend the wire transfer. any cancellation or amendment of a wire transfer by us shall relieve us of any obligation to act on the original wire transfer request.
6.9. Our Liability for Failure to Complete a Wire Transfer
We shall be responsible only for performing the wire transfer service expressly provided for in this Agreement; provided however, we shall be liable only for our own gross negligence or willful misconduct in performing such service. We shall not be liable to any third party or for any act or omission of yours or any third party, including, but not limited to, third parties used by us in executing a wire transfer or performing a related act and no such third party shall be deemed to be our agent. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE WIRE TRANSFER SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME. Except as otherwise provided by applicable law, the maximum period for which we shall be liable for interest on any amount to be refunded or paid to you with respect to an unauthorized, erroneous, or other wire transfer request is thirty days.
6.10. Your Liability for Unauthorized Wire Transfers
Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized representatives. Such liability includes instances when a current or former authorized representative effects one or more wire transfers or improper use of telephone security procedures to effect a wire transfer to your detriment.
6.11. Compliance with Anti-Money Laundering and Exchange Control Regulations and OFAC Enforced Sanctions
You agree to observe all Anti-Money Laundering and Exchange Control laws and regulations including economic and trade sanctions promulgated by the Office of Foreign Assets Control of the U.S. Department of Treasury in relation to any wire transfer, and you will use all reasonable endeavors to assist us to do likewise. You agree that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.
Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or particular transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.
If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any wire transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law.
7. Other Legal Terms and Conditions
7.1. No Assignments
Your Account and your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement.
7.2. Legal Processes and Claims Affecting Your Account
If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are responsible for any losses, costs or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim against the funds in your Account, or if we know of or believe that there is a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we are satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder; (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.
7.3. Limitation of Liability and Disclaimer of Warranty
EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BLUE RIDGE BANK, N.A.. EXCEPT AS REQUIRED BY LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE OR UNIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.
IN ADDITION, EXCEPT AS REQUIRED BY LAW, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY GLOBALFY, LLC. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.
ALL BANK SERVICES AND ACCOUNT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
7.4. Indemnification
You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
Equally, you agree to indemnify and hold Unit and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
7.5. Our Right of Set-Off and Security Interest
We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.
If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.
7.6. Changes in Terms and Additional Services
We may change this Agreement, or any fees and features of your Account, at any time by posting an amended Agreement on the Program Partner’s website, https://globalfy.com/, and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.
If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.
7.7. No Waiver of Rights
We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.
7.8. Conflicts and Section Headings
If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.
7.9. Severability
If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.
7.10. Governing Law, Forum and Time Limits
All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the Commonwealth of Virginia where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Virginia and that you will be subject to such court’s jurisdiction.
Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Virginia law, or another agreement you have with us, provides for a shorter time. If federal or Virginia law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.
8. Arbitration and Waivers
BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
8.1. Election to Arbitrate
You, Globalfy, LLC and the Bank agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 8 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
8.2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
8.3. Informal Dispute Resolution
If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at help@globalfy.com and provide us with the opportunity to resolve your concern prior to initiating arbitration.
8.4. Arbitration Procedures
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA’s web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
8.5. Arbitration Fees
If we initiate arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
8.6. Appeals
Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
8.7. No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 8.7, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 8.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.
8.8. Survival and Severability of Arbitration Provision
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 8.7 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 8.7 are finally adjudicated pursuant to the last sentence of Section 8.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
8.9. Judicial Forum for Claims
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and the Bank agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and the Bank consent to venue and personal jurisdiction there. All parties agree to waive our right to a jury trial.
8.10. Waiver of Right to Litigate
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.
Please read this Globalfy Deposit Account Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions and disclosures related to the demand deposit account (the “Account”) made available to eligible businesses by Globalfy, LLC (“Program Partner”), the program partner responsible for managing the Account program, in partnership with Blue Ridge Bank, N.A.
When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, the Program Partner acting as agent for the Bank, and any of the Bank’s affiliates, successors, assignees, agents or service providers. When you see the words “you” or “your,” it refers to you, the commercial owner of the Account, as well as your Authorized Users, representatives, officers, agents and successors.
By opening or continuing to hold an account with us, you agree to be bound by this Agreement as well as any other agreement or document we may provide to you from time to time in connection with the Account.
IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 8 OF THIS AGREEMENT.
1. Account Overview
1.1. How to Contact Us
You may contact us with any questions or concerns regarding your Account. All communication between you and us will be handled by the Program Partner. The best way to contact us is through email at help@globalfy.com. You may also contact us by phone at 1-866-428-2030 or through the Online Banking Services (see Section 1.3).
1.2. Type of Account and Eligibility
The Account is a non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. To open an Account, you must be a sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership (collectively, “Business Entity”) within the fifty (50) United States and the District of Columbia. Other eligibility requirements may apply. This Account may only be used for business purposes and cannot be used for any personal, family or household purposes.
We may decline to open an Account for any reason at the sole discretion of the Bank or Program Partner. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.
1.3.Online or Mobile Access To Your Account
When you open an Account, you will also be enrolled in an online business banking service or mobile application (collectively, “Online Banking Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Banking Services separate from your Account. If you cancel your enrollment in the Online Banking Services at any time, we may close your Account (see Section 3.12 below).
Unless otherwise specified in this Agreement, the Online Banking Services and any of its features are governed by the Program Partner’s Terms of Use, available at https://globalfy.com/terms-of-use/, and Privacy Policy available at https://globalfy.com/privacy-policy/. Please review these documents carefully because by using the Online Banking Services, you agree to be bound by them. These services are not provided or controlled by the Bank or this Agreement, and you agree not to hold the Bank liable for issues that may arise from your use of the services or features.
1.4. Paperless Account
To open an Account, you must agree to go “paperless.” This means that you must (1) provide us with and continue to maintain a valid email address and (2) accept electronic delivery of all communications that we need or decide to send you in connection with your Account by agreeing to our Electronic Communications Agreement.
1.5. Authorized Users
You may be given the ability to designate additional individuals (“Authorized Users”) who you authorize to access your Account and/or conduct transactions through your Account. By establishing an Authorized User, you understand that any transaction authorization, instruction or any other action concerning your Account that your Authorized User engages in shall be deemed authorized by you and valid and we are under no obligation to investigate the authorization, instruction or activity. You also agree that you will not hold us liable for acting upon any such authorization, instruction or activity. We will continue to treat all actions taken by your Authorized User as authorized by you until you revoke the Authorized User’s access to your Account by notifying us by email at help@globalfy.com. We also reserve the right to terminate your Authorized User’s access to the Account for any reason and without advance notice.
1.6. How To Open an Account
You may open an Account by visiting the Program Partner’s website at www.globalfy.com and following the instructions there.
Any person completing the Account opening process or otherwise completing any Account opening requirements represents and agrees that they:
Are authorized to execute all documents or otherwise complete our requirements in their stated capacity
Have furnished all documents or other information necessary to demonstrate that authority
Will furnish other documents and complete other requirements as we may request them
Certify that, to the best of his or her knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct
We may refuse to recognize any resolution or document affecting the Account that appears to us to be incomplete, improperly executed, or fraudulent.
Important information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account. This means that when you open an Account, we will ask for information that allows us to identify you. We may ask for a driver’s license or other identifying documents for your business, Authorized Users, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.
1.7. Minimum Deposits and Balances
There is no minimum deposit required to open an Account and no minimum balance you need to maintain in your Account.
1.8. Interest Disclosures
This Account is not interest-bearing. No interest will be paid on this Account.
1.9. Authority
You agree that we may honor and rely upon the instructions or the execution, delivery and/or negotiation of any check, substitute check, draft, withdrawal order, instruction or similar instrument (collectively, “items”) or document by any of your authorized agents regardless of the necessity or reasonableness of such action, the circumstances of any transactions affected by such action, the amount of the transaction, the source or disposition of any proceeds and regardless of whether the relevant items or documents result in payment to the authorized agent or an individual obligation of the authorized agent or anyone else. “Authorized agents” include Authorized Users and any person who has signed a signature card, who is authorized by this Agreement, any resolution or otherwise to access or use the Account. It also includes any person who has been permitted by you or another authorized agent to act on your behalf in dealing with us.
You agree that you may not deny the authenticity, validity, binding effect and authorization of any action we take in reliance upon the instructions, items or documents provided by an authorized agent unless you have previously revoked such person’s authority to access or use your Account by emailing us at help@globalfy.com and we have confirmed our acceptance of your notice.
1.10. Power of Attorney and Attorneys-In-Fact
We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act on your behalf for your Account. You must obtain written approval from us before we will honor any power of attorney. Email us at help@globalfy.com for approval if you plan to create a power of attorney. Please be aware that it may take up to two (2) weeks for us to review your request. If approved, we will honor orders and instructions from your attorney-in-fact until (1) we receive a written revocation from you; (2) we are notified that you or your attorney-in-fact have died or become incapacitated; or (3) we terminate our acceptance of the power of attorney. We may terminate our acceptance at any time, for any reason and without notice to you, and you agree not to hold us liable for any damages that may result from such action. You also agree to hold us harmless for any actions we take based on the instructions of your attorney-in-fact, including if it is later determined that your power of attorney was invalid or improperly executed.
1.11. Death or Incapacitation
You agree that if we receive notification or if we have reason to believe that you or any Authorized User has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your heir, devisee or successor. Until we receive notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Account. Your estate will be responsible for repaying us for any tax liability resulting from payment of your account balance to your estate. You agree to hold us harmless for any actions we take based on our belief that you have died or become incapacitated. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice.
1.12. Our Relationship With You
By opening an Account, we are establishing an Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the Commonwealth of Virginia. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us.
1.13. Third-Party Service Providers
We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”), in connection with your Account. Unit may assist us in processing transactions, handing account operations, and providing technological connection to the Program Partner and the Bank. By using your Account, you license and authorize us to access information maintained by Unit and/or other third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. In particular, you agree that Unit may perform any functions on your Account that we are otherwise authorized to perform and that Unit’s access and use of your information will be governed by the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy.
1.14. Confidentiality and Our Privacy Policy
Your privacy is important to us. Under this Agreement, we will only disclose information about your Account or the transactions you make in accordance with our Privacy Policy, available at https://www.mybrb.com/privacy-policy.html. Unit may also disclose information concerning your Account and transactions that it obtains as a third-party service provider in accordance with its Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy. By opening an Account, you agree to both our and Unit’s privacy policies.
In addition, we disclose your information to Unit in order to facilitate the Account and for other ancillary purposes. You agree to Unit’s use of your information in accordance with the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy.
1.15. Cell Phone Communications
By providing us with your cellular phone or other wireless device number, you are expressly consenting to receiving non-marketing communications at that number—including but not limited to prerecorded or artificial voice message calls and text messages—from us and our affiliates and agents. This consent applies to all telephone numbers you provide to us now or in the future. Your telephone or mobile service provider may charge you for these calls or messages. You also agree that we may record or monitor any communications for quality control and training purposes.
1.16. Our Business Days
Our business days are Monday through Friday, excluding federal holidays.
2. Your Account Responsibilities
We strive to keep your Account secure and provide you with tools and services to help you manage your Account. However, there are certain things you should do to protect your Account and your funds.
2.1. Notify Us If Your Information Changes
You must notify us immediately if there is a change to your business or trade name, the names of any individual or Authorized User with access to your Account, telephone number, mailing address, email address or any other information you have provided us so that we can continue to provide you with statements and important notices concerning your Account.
2.2. Keep Track of Your Transactions and Available Balance
It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.
You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to Sections 3.10, 4.5, 4.6, and 6.10 for information concerning errors and unauthorized activity.
2.3. Protect Your Account Information
It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number, debit card, and statements secure at all times, and be careful about who you share this information with. If the Program Partner provides you with access to Online Banking Services, make sure to also keep your computer or mobile device secure at all times, with updated software, and avoid accessing the Online Banking Services when others can see your screen.
If your Account number, debit card, mobile device or Online Banking Services login credentials are lost or stolen, notify us immediately to keep your losses to a minimum. Please refer to Section 4.5 for information and applicable deadlines for notifying us of losses or theft.
3. General Rules Governing Your Account
You understand that any payment instruction or activity performed using any Online Banking Services provided to you by the Program Partner shall be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity.
3.1. Deposits Into Your Account
You may make deposits into your Account using any of these methods described below. We do not charge you any fees for making deposits.
Deposit Method
Limitations for Your Account
Direct Deposits*
No limits
Direct payments/ACH debits via ACH Origination Service (see Section 5)
(Deposits resulting from payment requests initiated from your Account)
And
ACH transfers to your Account from a connected bank account with another institution (See section 3.6)**
$10,000/day
$100,000/month
Internal transfers between eligible accounts managed by the Program Partner
No limits
Outbound domestic wire
No limits
Cash deposit at in-network ATM
$1,000/transaction
$2,000/day
You can use your debit card to make deposits at in-network ATMs. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.
* The recipient’s name on any direct deposit, ACH transfer or Check must match the name on the Account or the deposit may be returned to the originator or rejected.
** You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.
You understand and agree that to initiate deposits via direct payments/ACH debit, you must comply with the ACH Origination Service security procedures described in Section 5.4 below.
We do not accept cash deposits by mail, or paper check or foreign currency deposits: We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.
Cash: We do not accept cash deposits made by mail. If you mail us a cash deposit, we will send the cash back to you.
Paper Checks: If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you have on your Account or send the check back to you.
Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.
We will send all items back to the address we have for you and we are not liable if you do not receive the items.
You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.
For more information about deposits and when funds from a deposit will be made available to you, please refer to Section 3.2.
3.2. Our Funds Availability Policy
It is our policy to make deposits made to your Account each business day available for withdrawal according to the table below. The end of the business day is referred to as the “deposit cut-off time”. If you make a deposit before our cut-off time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.
If you make a deposit via…
The cut-off time is…
And those funds are available…
Internal transfer between two Accounts you have with us
N/A
Immediately
Direct deposit
3:00 PM ET
Same business day
Domestic wire
1:00 PM ET
Same business day
Cash deposit at in-network ATM
3:00 PM ET
Next business day
The availability of funds transferred to your Account from a connected bank account held by another financial institution follow different rules. Please refer to Section 3.6 for more information. In addition, the availability of any funds credited to your Account as a result of transactions initiated via the ACH Origination Service also follow different rules. Please refer to Section 5 for more information.
3.3. ACH Credit Transactions and UCC Article 4A
Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry shall not be deemed to have paid you in the amount of such entry.
Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.
We may accept on your behalf payments to your Account which have been transmitted through one or more Automated Clearing Houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, unless otherwise specified in a separate agreement that the law of some other state shall govern.
3.4. Problems that Could Occur With Deposits
If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn. Please refer to Section 3.11 concerning overdrafts for more information.
3.5. Withdrawals From Your Account
You may withdraw funds up to the amount of your Available Balance in your Account using any of the following methods and subject to the following limits:
Withdrawal Method
Limitations for Your Account
Internal transfers between eligible accounts managed by the Program Partner
No limits
ACH transfers from your Account to a connected bank account at another institution* (See Section 3.6)
And
ACH transfers from your Account to another bank account via ACH Origination Services (See 5)
$10,000/day
$100,000/month
ACH transfer to a merchant or other third party you authorize to withdraw from your Account using your routing number and account number
No limits
ATM withdrawals
$1,000/day
Domestic wire
$100 minimum per wire transfer
POS transactions and other transactions at merchants using your debit card
$5,000/day
* You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.
If you have been issued a debit card for your Account, there may also be limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any applicable limitations and other terms.
You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.
Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.
3.6. Transfers To or From Connected Bank Accounts
You may be provided with the ability to link another bank account you have with another financial institution (“connected bank account”) to your Account with us to make inbound and outbound ACH transfers between the connected bank account and your Account through the Online Banking Services. An “inbound transfer” moves funds into your Account from a connected bank account. An “outbound transfer” moves funds from your Account to a connected bank account. We will facilitate transfers to a connected bank account separate and apart from any access we provide you to the ACH Origination Service (see Section 5 below).
For inbound transfers, we will debit your connected bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you by the fifth (5th) business day after the funds have been credited to your Account.
For outbound transfers, we will debit your Account with us and credit your connected bank account on the next business day after you initiate the transfer. The financial institution that holds your connected bank account determines when those funds will be made available to you in your connected bank account.
The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day that we are open.
There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see sections 3.1 and 3.5.
You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You also agree to indemnify and hold us harmless from any claims by any business or person related to the connected bank account, including any other owner of the connected bank account. You may only link a bank account that is a deposit account, such as a checking, savings, or money market account.
3.7. No Illegal Activity, Internet Gambling and Right to Refuse Transactions
You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for internet gambling. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity, online gambling or for any other reason at our discretion.
3.8. How We Post Transactions To Your Account and Determine Your Available Balance
3.8.1. Posting Overview
To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:
Credit and debit – A credit increases your balance and a debit decreases your balance.
Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.
Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.
Card authorization and settlement – When you use a debit card to make a purchase, the transaction occurs in two steps: card authorization and settlement. Card authorizations reduce your Available Balance, but not your ledger balance. Settlement reduces both your Available Balance and your ledger balance. Card authorizations are removed when settlement occurs or after a certain number of days have passed, whichever is sooner. Please see Section 3.8.4 for more information about card authorizations and settlement.
3.8.2. Posting Order
We receive transactions throughout the day and post them to your Account as they are received and in the order that they are received. Note that for debit card transactions, we consider the transaction received when the merchant requests settlement, which may occur several days after you authorize the transaction. See Section 3.8.4 for additional information concerning how debit card transactions are processed.
We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.
3.8.3. Determining Your Available Balance
To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract any card authorizations and pending debits. All transactions are debited or credited from your Available Balance in the order received.
You may check your available balance through the Online Banking Services. Keep in mind that your Available Balance may not reflect every transaction you have initiated or previously authorized. For example, your Available Balance may not include transactions you have authorized that we have not received.
3.8.4. Debit Card Authorizations
If you are issued a debit card with your Account, you will be able to use your card to pay for goods or services or conduct other transactions with a merchant. When you engage in a transaction with a merchant using your debit card, the merchant will request preauthorization (“card authorization”) for the transaction. If there are sufficient available funds in your Account, we will approve the request and reduce your Available Balance for as long as the card authorization remains on your Account.
Your Available Balance will generally be reduced by the amount of the card authorization. If you use your card at a restaurant, your Available Balance may be reduced by the amount of the card authorization plus up to an additional twenty percent (20%) of that amount, to account for potential tipping.
The card authorization will remain on your Account until the merchant sends us the final amount of the transaction and requests payment (“settlement”). In most cases, If the merchant does not request settlement, or the merchant is delayed in requesting settlement, the card authorization will automatically be removed after three (3) days. However, for certain merchants such as hotels and rental car companies, it may take up to thirty (30) days for the card authorization to be removed.
It is important to understand that the merchant controls the timing of card authorizations or settlement. A merchant may request settlement after the card authorization has been removed from your Account. This means that if you use the funds in your Account after the card authorization has been removed and the merchant later requests settlement, your Account may become overdrawn. A merchant may also request settlement for an amount that is different than the card authorization. Therefore, it is important that you keep track of your transactions and your balance. Once we have approved a card authorization, we cannot stop the transaction and you will be responsible for repaying any negative balance that may occur.
3.9. Statements
Statements will periodically be provided to you through the Online Banking Services as long as your Account is not inactive. You will receive a statement monthly as long as you have transactions on your Account during the statement period. If there were no transactions on your Account, we may not provide you with statements or may provide you with statements on a less frequent basis. You will not receive paper statements.
3.10. Errors On Your Account and Limitations of Liability
You agree to carefully review your statements and promptly report to us any errors or unauthorized activity by emailing us at help@globalfy.com within thirty (30) days after we make the statement available to you. Unless otherwise specified in this Agreement or required by law, if you do not provide us with timely notice of an error or unauthorized activity, we will deem our records concerning your Account to be correct and you agree that we will not be liable to you for any loss you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your Account at any time and without notice to you to correct an error or address unauthorized activity.
In any case, our maximum liability to you will never exceed the amount of actual damages proven by you. Our liability may also be further reduced by the amount of the loss that is caused by your own negligence or lack of care, as well as any recovery of the loss you obtain from third parties. Please refer to Section 4 for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability. There may also be other limitations of liability contained in this Agreement.
3.11. Overdrafts, Nonsufficient Funds and Negative Balances
We do not permit you to overdraw your Account. If the Available Balance in your Account is not sufficient to cover any transaction you have authorized, we may return the transaction or refuse to process the transaction. However, there may be instances where your Account can still go into the negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any negative balance. If your Account has a negative balance for sixty (60) calendar days or more, we may close your Account.
3.12. Closing Your Account and Account Suspensions
You can close your Account at any time and for any reason by emailing us at help@globalfy.com. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.
We may also suspend or close your account, or suspend or disable any service or feature of your Account, at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, if multiple transactions are returned on your Account, or if you otherwise present undue risk to us or Unit. We may also close your Account if you have not made any deposits or withdrawals from your Account in over three (3) months. In addition, canceling your enrollment in the Online Banking Services with the Program Partner will result in our closure of the Account and our return of your funds. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account.
If your Account is closed with a balance greater than $1.00, we will return any funds you may have in the Account to you by paper check. We reserve the right not to return the funds to you if the balance in your Account is $1.00 or less. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation by you, our limitations of liability, and any terms governing arbitration).
3.13. Dormancy, Inactivity and Unclaimed Property
State law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period of time specified under applicable law. Each state has varying laws as to when an account becomes dormant, and we may be required to send the balance in your Account if it becomes dormant to the state of your last known address. We will make reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds by simply conducting transactions, contacting us about your Account or replying to any abandoned property notices we may provide to you.
We may also place your Account in an inactive status if you have not had any transaction for at least three (3) months. If your Account becomes inactive, you may not receive statements or be able to conduct certain transactions. Inactive Accounts must be reactivated. Contact us by email at help@globalfy.com to reactivate your Account.
3.14. Account Fees and Fee Schedule
You agree to pay all fees and charges applicable to your Account. All fee amounts will be withdrawn from your Account and will be assessed regardless of whether you have sufficient funds in your Account, except where prohibited by law. Fees are subject to change at any time. We will provide you advance notice of any changes where required by law.
Fee Description
Fee Amount and Frequency
Additional Details
Domestic wire fee
$8.00 per inbound and outbound wire transaction
You will be charged this fee for any domestic wire transaction sent or received.
4. Electronic Fund Transfers
Your Account allows you to withdraw funds up to the Available Balance or make deposits through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers, debit card transactions and direct deposits. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Account. You may also receive additional services through Online Banking Services provided by the Program Partner, that allow you to initiate EFTs to and from your Account that are not described in this Agreement. You will be provided separate agreements and disclosures applicable to those services by the Program Partner.
4.1. Types of EFTs Supported by Your Account
Your Account allows the following types of EFTs:
Direct deposits from your sources of income
Transfers to or from your Account to or from a connected bank account (see Section 3.6)
Transfers to or from your Account to a merchant or other third party by providing the third party with your Account routing number and account number
Purchases or other transactions using your debit card
ATM deposits or withdrawals using your debit card
4.2. Limitations on EFTs
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. For limits that apply to transfers to or from your Account from a connected bank account, please refer to Section 3.6. These security-related limits may change from time to time.
If you have been issued a debit card for your Account, there may also be transaction limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any limitations and other terms.
4.3. Documentation of Your Transactions
We will provide you information about each transaction that debits or credits your Account on your statements. Please refer to Section 3.9 for information about statements. You may also be able to view your transaction history and other information through Online Banking Services provided to you by the Program Partner. You may also contact us by email at help@globalfy.com or by phone at 1-866-428-2030 for information concerning your Account or your transactions.
If you are provided with a debit card, you can get receipts at the time you make a withdrawal at an ATM or a purchase at a point-of-sale terminal when using your card.
4.4. Preauthorized Transfers, Stop Payments and Notices of Varying Amounts
If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a Preauthorized Transfer. You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal.
4.4.1. How to Request a Stop Payment
If you authorize a third party to take payments from your Account on a regular basis through a Preauthorized Transfer, you can place a stop payment on those payments by contacting us by email at help@globalfy.com at least three (3) business days before the next payment is scheduled to be made.
You must provide us with (1) your name, (2) your Account number, (3) the company or person taking the payments, and (4) the date and amount of the scheduled payment you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.
4.5. Questions About Your EFTs and Reporting Errors or Unauthorized EFTs
You may contact us with questions concerning EFTs that occur on your Account. For card related transactions, contact us at 1-833-333-0417; for all other transactions call us at 1-866-428-2030 or email us at help@globalfy.com.
You may also contact us using the methods above to report suspected errors or unauthorized EFTs. Be sure to contact us immediately if you believe that an error or unauthorized EFT has occurred or may occur concerning your Account, or if your Account, debit card, or Online Banking Services login credentials have been lost, stolen or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:
Your name and Account number.
A description of the error or the EFT you are unsure about and why you believe it is an error or why you need more information.
The dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing by email within ten (10) business days.
After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.
4.6. Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment
We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. You agree that in no event will we be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of your loss. You also agree that we will not be liable for any amount of loss that you may incur if you:
Do not tell us about an error or unauthorized EFT within thirty (30) days after the first statement showing the error or unauthorized EFT is made available to you; or
If you do not provide us with the information necessary to place a stop payment on a Preauthorized Transfer in a timely manner.
In addition, we are not liable for any losses you may incur in any of the following circumstances:
If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
If the ATM you use does not have enough cash.
If the failure is due to an equipment or system breakdown, such as a problem with the Online Banking Services provided by the Program Partner, that you knew about before you began a transaction.
The failure was caused by an Act of God, fire or other catastrophe, or any other cause beyond our control despite reasonable precautions we have taken.
If your funds are not available due to a hold or if your funds are subject to legal process.
If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
If your Account is closed or inactive.
There may be additional exceptions stated in our or Unit’s agreements with you or permitted by law.
5. ACH Origination Service
5.1. Description of ACH Origination Service
The ACH Origination Service allows you to instruct us to create and/or send a NACHA formatted file on your behalf to execute the transfer of funds to/from another financial institution to disburse/concentrate funds or to make payments/collect funds to/from another party via the System. All transactions executed through the ACH Origination Service described above will be collectively known as (“ACH transactions”.) The ACH Origination Service is only accessible through the Online Banking Services. Your use of and access to the ACH Origination Service is separate and apart from your ability to facilitate transfers via ACH to a connected bank account (see Section 3.6).
We will facilitate only Internet-Initiated/Mobile Entry (“WEB”) and Corporate Credit or Debit Entry (“CCD”) ACH transactions through the ACH Origination Service. We will select, at our sole discretion, whether to facilitate any given ACH transaction as a WEB transaction or CCD transaction.
Unless otherwise defined in this Agreement, capitalized terms that appear in this Section 5 shall have the meanings set forth in the Operating Rules (the “Rules”) of the National Automated Clearing House Association (“NACHA”).
5.2. Processing Deadlines
Except as provided in Security Procedures in Section 5.4 below, we shall (i) process entries received from you to conform with the file specifications set forth in the Rules, (ii) transmit such entries as an Originating Depository Financial Institution to the Federal Reserve Bank, and (iii) settle for such entries to the specified accounts as provided in the Rules.
We shall transmit such entries to the Federal Reserve Bank by the deadline of the ACH one (1) business day prior to the Effective Entry Date shown in such entries, provided (i) such entries are received 3:00 PM ET on a business day, (ii) the Effective Entry Date is at least two (2) days after such business day, and (iii) the Federal Reserve is open for business on such business day. A “business day” is a day in which the Federal Reserve Bank is opened to the public for carrying on substantially all of its business, other than a Saturday, Sunday, or legal holiday.
If any of the requirements of clause (i), (ii), or (iii) listed above are not met, we shall use reasonable efforts to transmit such entries to the Federal Reserve Bank by the next deposit deadline on which the Federal Reserve is open for business.
5.3. ACH Rules
When engaging in any transaction through the ACH Origination Service, you agree to comply with the Rules. You can obtain a copy of the Rules from NACHA at 13450 Sunrise Valley Drive, Suite 100 Herndon, VA 20171; instructions for obtaining a copy of the Rules are also available at www.nacha.org. You agree to comply with and be bound by the Rules. In the event you violate any of the applicable Rules and NACHA imposes a fine on us because of your violation, we may charge the fine to you. We agree to inform you of revisions to the Rules of which we have knowledge. Our current process does not support the origination of IAT’s (International ACH Transactions).
5.4. Security Procedures
Our security procedures or security requirements are integrated into the Online Banking Services, and you acknowledge and agree that these security procedures are a commercially reasonable method of providing security against unauthorized payment orders. You agree to submit ACH origination requests solely through the Online Banking Services.
5.5. Our ACH Origination Obligations
In a timely manner and in accordance with the Rules, we will process, transmit and settle for the entries received from you, which comply with the terms of this Agreement and/or any addendums or future addendums.
5.6. Warranties
You warrant and agree that:
Each entry is accurate, timely, and has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules.
Each debit entry is for an amount, which on the settlement date with respect to it, will be owing to you from the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit entry.
You have complied with all pre-notification requirements of the Rules.
You will comply with the terms of the Electronic Funds Transfer Act, if applicable, or Uniform Commercial Code Article 4A if applicable, and the laws of the United States. You shall otherwise perform your obligations under this Agreement in accordance with all applicable laws and regulations. You shall indemnify us against any loss, liability or expense (including attorney’s fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.
5.7. Authorized Daily Dollar Limits
There are limitations on the frequency and amount of ACH transactions you can originate from your Account using the ACH Origination Service. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. These security related limits may change from time to time.
Inherent to the implementation of any ACH Origination Service is a degree or risk assumed by us. It is possible for you to expose us to significant financial liability if you do not have sufficient funds on deposit in the Account to settle ACH transactions or returns. We reserve the right to periodically request and review your financial information and revoke your access to ACH Origination Service if we believe, in our sole discretion, that you cannot financially support your liability for ACH transactions originated from the Account.
The following types of ACH transactions may be originated using the Account and the Online Banking Services: CCD and WEB.
5.8. Provisional Credit
You acknowledge that the Rules make provisional any credit given for an entry until the financial institution crediting the account specified in the entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party.
5.9. Settlement
You will maintain the Account during the term of this Agreement. You will maintain in the Account as of the applicable settlement date immediately available funds sufficient to cover all credit and debit entries initiated by you. You authorize us to debit the Account on the applicable settlement date in the amount of each entry. In the event there are not sufficient available funds in the Account to cover your obligations under this Agreement, you agree that we may debit any account maintained by you with us or that we may set off against any amount we owe to you, to obtain payment of your obligations under this Agreement.
5.10. Cancellation or Amendment
You shall have no right to cancel or amend any entry/file after its receipt by us. However, we shall use reasonable efforts to act on a request, in writing, by an Authorized User to cancel an entry/file before transmitting it to the Federal Reserve Bank. Any such request shall comply with the security procedures described in Section 5.4 above. You may be required to submit a new transfer request in writing or electronically through the Online Banking Services. We shall have no liability if the cancellation or change is not affected.
5.11. Reversals
You may request the reversal of an entry for erroneous or duplicate transactions that have been transmitted to the Federal Reserve by contacting us through the Online Banking Services.
5.12. Rejection of Entries
We shall reject any entry, including an on-us entry, which does not comply with the requirements of this Agreement and may reject any entry if you are not otherwise in compliance with the terms of the Agreement. We shall notify you by email or via the Online Banking Services of such rejection no later than the business day such entry would otherwise have been transmitted by us to the ACH or, in the case of an on-us entry, its effective entry date.
5.13. Returned Entries
We shall notify you by email or via the Online Banking Services of the receipt of a returned entry from the Federal Reserve no later than one business day after the business day of such receipt. We shall have no obligation to re-transmit a returned entry if we complied with the terms of this Agreement with respect to the original entry.
You agree not to exceed ninety five percent (95%) of any thresholds set forth in the NACHA Rules for returns on the basis that the Transaction was unauthorized, returns for administrative reasons, or all returns regardless of the cause in any thirty (30) day period. You further agree not to exceed one-half percent (0.5%) returns on the basis that the Transaction was unauthorized in any thirty (30) day period irrespective of whether any NACHA thresholds have been exceeded. Returns on the basis that the transaction was unauthorized will be assigned a NACHA return status of R07 (“authorization revoked by customer”), R10 (“customer advises not authorized”), or R29 (“corporate customer advises not authorized”).
We reserve the right to limit, suspend, or terminate your ACH Origination Service privileges for any violation of this Section 5.13.
5.14. Notifications of Change
We shall advise you of all notifications of changes that we receive related to entries that you transmit by email or via the Online Banking Services no later than five (5) business days after receipt thereof.
5.15. Fees
You agree to pay us for ACH Origination Service provided under the Agreement in accordance with the current schedule of fees in Section 3.14 above. We may change our fees from time to time upon written notice.
5.16. Audits
We shall have the right to audit any records for compliance with the agreements and Rules relating to ACH Transactions originated by you.
5.17. ACH Origination Service Liability, Limitations on Liability & Indemnity
WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE ACH ORIGINATION SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING WITHOUT LIMITATION THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY FILE RECEIVED FROM YOU) OR THOSE OF ANY OTHER PERSON. WE ARE AUTHORIZED BY YOU TO PROCESS TRANSACTIONS IN ACCORDANCE WITH THE INFORMATION THAT WE RECEIVE IN THE ISSUED FILE TRANSMISSION FROM YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE FILE, AND WE SHALL HAVE NO RESPONSIBILITY FOR ERRONEOUS DATA PROVIDED BY YOU. YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) WE SUFFER OR INCUR RESULTING FROM ANY THIRD-PARTY LAWSUIT, CLAIM, ARBITRATION OR OTHER ACTION, ACTUAL OR THREATENED, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, NATURAL DISASTER, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL. NOTWITHSTANDING THE ABOVE, WE WILL REIMBURSE YOU FOR EXPENSES INCURRED (E.G. WIRE FEES) IN THE EVENT OF OUR FAILURE OR DELAY IN TRANSFERRING FUNDS SOLELY CAUSED US.
IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT OR OMISSION OF YOU OR ANY OTHER PERSON.
PERFORMANCE INTERRUPTION OF THE ACH ORIGINATION SERVICE FOR ANY REASON SHALL NOT RELIEVE YOU OF YOUR OBLIGATION TO MAKE ANY TAX DEPOSIT, AND WE WILL INCUR NO LIABILITY TO YOU FOR YOUR FAILURE TO MAKE ANY REQUIRED TAX PAYMENT BY OTHER MEANS IN THE EVENT OF SUCH INTERRUPTIONS.
5.18. Inconsistency of Name and Account Number
You acknowledge that, if an entry describes the Receiver inconsistently by name and/or account number, payment of the entry may be made based on the account number even if it identifies a person different from the named Receiver. You are solely responsible for providing correct information for all ACH Origination Service requests through the Online Banking Services.
5.19. Termination
You may cancel your ACH Origination Service at any time by providing us with written notice. Your access to the ACH Service through Online Banking Services will be suspended within three (3) business days of our receipt of instructions to cancel your ACH Origination Service from any Authorized User. We shall be entitled to rely on any written notice believed by us, in good faith, to be signed by any Authorized User. We shall have no obligation to transmit entries if you are in default of any of its obligations under this Agreement, including the obligation to pay any related fees for each credit and debit entry.
You will remain responsible for all transactions that occur prior to termination, whether termination by you or by us, and for any fees and charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated and recurring transactions, will be cancelled as a result of termination of your ACH Origination Service. You agree that we can terminate or limit your access to the ACH Origination Service for any of the following reason without prior notice:
If you have insufficient funds in your Account. The ACH Origination Service may be reinstated, at our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits.
You breach any term of this Agreement and/or the Rules.
Upon reasonable notice (including immediate), for cause (including the foregoing) or without cause, in our sole discretion. Any unprocessed transactions including future dated and recurring transactions will be canceled as a result of termination of your ACH Origination Service.
5.20. Notice Disclosure
Under the operating rules of NACHA, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item, and we will not do so. However, we will continue to notify you of the receipt of payments in the periodic statements we provide you.
6. Wire Transfers
The Account may permit domestic wire transfers through Online Banking Services provided to you by the Program Partner.
6.1. Types of Wire Transfers Supported by Your Account
Your Account may support receiving and/or initiating domestic wire transfers. Refer to Sections 3.1 and 3.5 to determine whether you will be able to receive wires, initiate wires, or both. We may make use of correspondents, agents, subagents, and funds transfer and communication systems.
We may select any means for the transmission of funds that we consider suitable. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents, and we shall not be liable for any errors, delay, misdelivery, or failure of delivery by any of them unless applicable law says otherwise.
We will not be liable for our inability to perform our obligations under this Agreement when such inability arises out of causes beyond our control, including but not limited to, any act of God, accident, labor disputes, power failures, system failure, equipment malfunction, suspension of payment by another bank, refusal or delay by another bank to accept the wire transfer, war, emergency conditions, fire, earthquake, or the failure of any third party to provide any electronic or telecommunication service used in connection with the execution or cancellation of a wire transfer.
6.2. Limitations on Wire Transfers
There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer to Section 3.1 concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer to Section 3.5 concerning withdrawals. There may be limits on the beneficiaries who can receive a wire transfer you initiate from your Account. These security-related limits may change from time to time.
6.3. Cut-Off Times for Wire Transfers
We have cut-off hours for processing wire transfers. If a wire request is received by 1:00 PM ET on a Business Day and verified through our security procedures outlined in the section below titled “Security Procedures,” funds will be processed the same business day. If it is received after 1:00 PM ET or on a non-Business Day and verified through our security procedures, funds may be processed the next business day.
We may treat any wire transfer request received at or after our cut-off time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day.
6.4. Security Procedures
You agree and consent to the use of certain security procedures by us to confirm the validity of the wire transfer request made pursuant to this Agreement. You understand the security procedures are not designed to detect errors in the content of the wire transfer request or to prevent duplicate transfers. Some elements of the procedures will vary, depending upon the method used to initiate a wire transfer. You hereby agree that your utilization of any security procedure established hereunder shall constitute your agreement to its use and affirmative acknowledgment of its commercial reasonableness.
You further agree that any wire transfer request that is acted upon in good faith by us in compliance with these security procedures, whether in fact authorized by you, shall constitute an authorized wire transfer.
6.5. Liability for Incorrect Wire Transfers
You are responsible for providing us with the accurate name and account number for wire transfers, and we are responsible for transmitting money to the account number you provided.
When you provide us with a name and account number for us to process a wire transfer, we may make payment solely on the basis of the account number, even if the account number identifies a person different from the beneficiary so named. We or an intermediary bank may send a wire transfer to an intermediary bank or beneficiary’s/designated recipient’s bank based solely on the bank identifying number, even if the payment order indicates a different name. You should be very careful when providing the account number for a wire transfer.
If you have provided us with the wrong account number, there may be no way to correct the error or retrieve the funds. You agree that you will pay the amount of a wire transfer even in such circumstances. You are responsible for any losses resulting from an incorrect account number or your misidentification of the beneficiary/designated recipient.
If you think a wire transfer is wrong or if you need more information about a wire transfer, you must contact us by email at help@globalfy.com as soon as possible and no later than fourteen (14) days after you receive your monthly statement. If you do not tell us about an error, we will not have any obligation to pay interest on the amount of an unauthorized or erroneous wire transfer for which we are liable, and you will also be liable to us for any damages or losses we may incur.
6.6. Payment
You must pay us the amount of the wire transfer, plus any applicable fees, before we will execute the wire transfer request. Please see Section 3.14 of this Agreement for fees applicable to wire transfers.
6.7. Execution of Wire Transfers
A wire transfer request is considered accepted by us when we execute it. Please refer to Section 6.3 concerning cut-off times for more details. You can verify whether your wire transfer request has been executed by emailing us at help@globalfy.com or by calling us at 1-866-428-2030.
We have no responsibility to accept any incoming wire transfer(s) for your benefit. Likewise, we have a right to reject any wire transfer request(s) for an outgoing wire transfer for reasons including, but not limited to, insufficient or uncollected funds in the account specified in the wire transfer request, a request that fails any requires security procedures, our inability to execute the wire transfer for the reasons set out in the section of this agreement entitled method used to make the wire transfer above, or if we are unable to verify the authenticity of the wire transfer request. If we stop a domestic outgoing wire transfer, we will refund the fee.
If we determine, in our sole discretion, not to honor, execute, or accept a wire transfer request, we will make reasonable efforts to notify you. We will also make reasonable efforts to notify you promptly if a wire transfer is returned to us after its execution. In either case, we shall have no liability by reason of our delay or failure to provide you with notice, and we shall have no obligation to resend a wire transfer if we complied with the original wire transfer request and such wire transfer was returned to us.
6.8. Cancellation or Amendment of Wire Transfer
Once we receive a wire transfer request, it may not be able to be canceled or amended. However, at our discretion, we may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which we are notified of a request for cancellation or amendment complies with our security procedures. However, we shall have no liability if such cancellation or amendment is not affected. You agree to indemnify and hold us harmless from all liabilities, claims, damages, costs, and expenses we may incur in attempting to cancel or amend the wire transfer. any cancellation or amendment of a wire transfer by us shall relieve us of any obligation to act on the original wire transfer request.
6.9. Our Liability for Failure to Complete a Wire Transfer
We shall be responsible only for performing the wire transfer service expressly provided for in this Agreement; provided however, we shall be liable only for our own gross negligence or willful misconduct in performing such service. We shall not be liable to any third party or for any act or omission of yours or any third party, including, but not limited to, third parties used by us in executing a wire transfer or performing a related act and no such third party shall be deemed to be our agent. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE WIRE TRANSFER SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME. Except as otherwise provided by applicable law, the maximum period for which we shall be liable for interest on any amount to be refunded or paid to you with respect to an unauthorized, erroneous, or other wire transfer request is thirty days.
6.10. Your Liability for Unauthorized Wire Transfers
Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized representatives. Such liability includes instances when a current or former authorized representative effects one or more wire transfers or improper use of telephone security procedures to effect a wire transfer to your detriment.
6.11. Compliance with Anti-Money Laundering and Exchange Control Regulations and OFAC Enforced Sanctions
You agree to observe all Anti-Money Laundering and Exchange Control laws and regulations including economic and trade sanctions promulgated by the Office of Foreign Assets Control of the U.S. Department of Treasury in relation to any wire transfer, and you will use all reasonable endeavors to assist us to do likewise. You agree that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.
Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or particular transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.
If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any wire transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law.
7. Other Legal Terms and Conditions
7.1. No Assignments
Your Account and your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement.
7.2. Legal Processes and Claims Affecting Your Account
If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are responsible for any losses, costs or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim against the funds in your Account, or if we know of or believe that there is a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we are satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder; (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.
7.3. Limitation of Liability and Disclaimer of Warranty
EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BLUE RIDGE BANK, N.A.. EXCEPT AS REQUIRED BY LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE OR UNIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.
IN ADDITION, EXCEPT AS REQUIRED BY LAW, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY GLOBALFY, LLC. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.
ALL BANK SERVICES AND ACCOUNT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
7.4. Indemnification
You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
Equally, you agree to indemnify and hold Unit and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.
7.5. Our Right of Set-Off and Security Interest
We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.
If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.
7.6. Changes in Terms and Additional Services
We may change this Agreement, or any fees and features of your Account, at any time by posting an amended Agreement on the Program Partner’s website, https://globalfy.com/, and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.
If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.
7.7. No Waiver of Rights
We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.
7.8. Conflicts and Section Headings
If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.
7.9. Severability
If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.
7.10. Governing Law, Forum and Time Limits
All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the Commonwealth of Virginia where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Virginia and that you will be subject to such court’s jurisdiction.
Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Virginia law, or another agreement you have with us, provides for a shorter time. If federal or Virginia law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.
8. Arbitration and Waivers
BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.
8.1. Election to Arbitrate
You, Globalfy, LLC and the Bank agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 8 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
8.2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
8.3. Informal Dispute Resolution
If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at help@globalfy.com and provide us with the opportunity to resolve your concern prior to initiating arbitration.
8.4. Arbitration Procedures
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA’s web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
8.5. Arbitration Fees
If we initiate arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
8.6. Appeals
Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
8.7. No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 8.7, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 8.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.
8.8. Survival and Severability of Arbitration Provision
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 8.7 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 8.7 are finally adjudicated pursuant to the last sentence of Section 8.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
8.9. Judicial Forum for Claims
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and the Bank agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and the Bank consent to venue and personal jurisdiction there. All parties agree to waive our right to a jury trial.
8.10. WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.
Please read this Globalfy VISA Debit Cardholder Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement applies to all transactions resulting from the use of your Debit Card (the “Card”) through an automated teller machine (ATM), a Point-of-Sale (POS) terminal or any other use of the Card(s), whether electronic or not, which has been made available to you by Globalfy, LLC (“Program Partner”), the program partner responsible for managing the Card program, in partnership with Blue Ridge Bank, N.A. (the “Bank”), member of the Federal Deposit Insurance Corporation (“FDIC”).
Please read this Agreement carefully and keep it for your records. The agreement you make with us, and the rights and obligations we both have, are governed by and interpreted according to the Commonwealth of Virginia and federal law. This Agreement, together with other agreements or disclosures you may receive from us, such as the Globalfy Business Deposit Account Agreement (“Account Agreement”), establishes our and your rights and obligations.
When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, the Program Partner acting as agent for the Bank, and any of the Bank’s affiliates, successors, assignees, agents or service providers. When you see the words “you” or “your,” it refers to you, the owner of the Account, as well as your personal representatives, executors, administrators, and successors.
You authorize us to pay from your deposit account (“Account”) the total amount of any transaction originated by use of the Card. You also agree that the use of the Card described in this Agreement shall be subject to the rules, regulations and fees governing each deposit account which is accessed by such Card, including but not limited to the Bank’s right of set-off.
1. Activating the Card and Setting a PIN
1.1. Card Agreement Acceptance and Card Activation
This Card requires activation before you may use it. You may activate the Card by calling 1-833-333-0417. Your activation and use of the Card mean that you agree to the terms and conditions described in this Agreement.
If you do not want to activate the Card, you should destroy and dispose of it.
1.2. Personal Identification Number (PIN)
You will be required to select a 4-digit personal identification number (PIN) prior to using the Card for the first time. The 4-digit numerical PIN issued to you is for security purposes. The PIN represents your signature authorizing transactions made using your Card, identifies the bearer of the Card, and serves to validate and authenticate the directions given to complete the Card transactions.
YOU ARE RESPONSIBLE FOR SAFEKEEPING YOUR PIN. YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS SO NO ONE ELSE LEARNS YOUR PIN AND YOU AGREE NOT TO DISCLOSE OR OTHERWISE MAKE YOUR PIN AVAILABLE TO ANYONE NOT AUTHORIZED TO SIGN ON YOUR DEPOSIT AND/OR LOAN ACCOUNT(S).
Your PIN should NOT be written on the Card or anywhere it is available to others for use by lawful and/or unlawful means.
1.3. Permissible Uses of Your Card
You agree that you will use the Card only for business purposes and it will not be used for personal, household or family purposes.
2. Use of the Card
2.1. ATM Cash Deposits
With your PIN, you can use your Card to deposit cash into your Account at an in-network ATM. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.
2.2. ATM and Point-of-Sale PIN Withdrawals
With your PIN, you can use your Card to obtain cash from your Account up to the amount of your Available Balance at any ATM or any Point-of-Sale (“POS”) device in the United States that displays the Visa, VisaATM, Plus, Interlink, or Accel acceptance marks. Not all merchants will permit you to get cash back through their POS devices.
If you use an ATM, including a balance inquiry, you may be charged a fee by the ATM operator even if you do not complete a withdrawal. This ATM fee is a third-party fee assessed by the individual ATM operator only and is not assessed or controlled by us. This ATM fee amount will be charged to your Account in addition to any applicable fees disclosed in this Agreement or your Account Agreement.
2.3. Retail Card Purchases
You may use your Card to make purchases using your PIN at any merchant with a POS device anywhere that displays the Visa, VisaATM, Plus, Interlink, or Accel acceptance marks. You may also use your Card to make purchases without your PIN anywhere that Visa debit cards are accepted.
2.4. Split Transactions
You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.
2.5. Card-Not-Present Transactions
You may make retail card purchases without presenting your Card by providing information from your Card, such as transactions done by internet or telephone. Conducting transactions in this way has the same legal effect as if you used the Card itself. For security reasons, the amount or number of card-not-present transactions you are permitted to make may be limited.
2.6. Virtual Card Use
When you open an Account, you may also receive a virtual card (“Virtual Card”) represented by a 16-digit card number, a 3-digit card verification value (“CVV”) number, and an expiration date. The Virtual Card is separate from your physical Card and can be managed through the Online Banking Services (see Section 1.3 of the Account Agreement). We will issue you a replacement Virtual Card when it expires. The Virtual Card accesses the available funds in your Account to make card-not-present transactions (see Section 2.5) anywhere Visa debit cards are accepted in the same way as your physical Card. The Virtual Card can also be added to a digital wallet (see Section 2.7) in the same way as your physical Card. Your use of the Virtual Card is subject to the terms of this Agreement, including transaction limitations, to the same extent as your physical Card.
2.7. Use of the Card with Digital Wallets
A digital wallet (“Wallet”) provides another way for you to make purchases with your Card. A digital wallet is a service provided by another company (such as Apple Pay, Android Pay, Samsung Pay, etc.), that allows you to use your Card to pay for transactions where the Wallet is accepted. A Wallet may not be accepted at all places where your Card is otherwise accepted, and your Card may not be eligible for all the features and functionalities of the Wallet. Any use of your Card in or through the Wallet continues to be subject to all terms and conditions of this Agreement. We may terminate your access to or use of your Card with a Wallet at any time and for any reason, including if you violate any of the terms or conditions of this Agreement.
You can add or remove your Card from a Wallet by following the instructions provided by the Wallet provider. By doing this, you agree to allow us to share your Card information with the Wallet provider. You may be required to take additional steps to authenticate your identity before your Card is added to the Wallet. We do not charge you any additional fees for adding your Card to a Wallet or for using your Card in the Wallet. However, any fees and charges that would apply when you use your Card outside the Wallet will also apply when you use a Wallet to make purchases with your Card or otherwise access your Card. The Wallet provider and other third parties such as wireless companies or data service providers may charge you fees. The digital version of your Card in a Wallet may, in our sole discretion, be automatically updated or upgraded without notice to you.
We are not the provider of the Wallet, and we are not responsible for providing the Wallet service to you or for ensuring that your Card is compatible with any Wallet service. We are only responsible for supplying information to the Wallet provider to allow usage of your Card in the Wallet as you have requested. We are not responsible for any failure of the Wallet, any mobile device you use with the Wallet, or the inability to use the Wallet for any transaction. We are not responsible for the performance of services by any Wallet provider or any other third parties regarding any agreement you enter. We do not control the privacy and security of any of your information that may be held by the Wallet provider. Any information held by the Wallet provider is governed by the privacy policy given to you by the Wallet provider. If you have location services enabled on your mobile device, the location of your mobile device may be collected and shared by the Wallet provider in accordance with their respective data and privacy policies, including with us. If you request to add your Card to a Wallet, you authorize us to collect, transmit, store, use and share information about you, your mobile device, and your use of the Card in accordance with our privacy policy, as amended from time to time, available at https://www.mybrb.com/privacy-policy.html.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY ARE WE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF A WALLET, YOUR USE OF THE CARD OR VIRTUAL CARD IN CONNECTION WITH A WALLET, OR A MOBILE DEVICE.
If you use a Wallet, you should protect your Wallet and your mobile device as you would your Card. If your Wallet or mobile device is compromised, lost or stolen, you should also consider your Card lost or stolen and notify us immediately. Please see Section 7 for instructions for reporting a lost or stolen Card.
If you have any questions, disputes, or complaints about a Wallet, contact the Wallet provider using the information given to you by the provider.
2.8. Foreign Transactions
Charges from foreign merchants and financial institutions may be made in a foreign currency. We will bill you in U.S. dollars based on the exchange rate on the day we settle the transaction, plus any special currency exchanges charges that may be imposed by us, the Visa network and/or by any third-party used to complete the transaction.
The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date. This rate may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date. The conversion rate may be different from the rate in effect on the date of your transaction and the date it is posted to your Account.
Regardless of whether the transaction is made in foreign currency or in U.S. dollars, additional fees may apply to all international transactions using the Card. Please refer to our current fee schedule for more information about our fees.
2.9. Card Authorization Holds
When you use your Card to purchase goods or services or to obtain cash from a merchant, the merchant may request preauthorization (“Card Authorization”) for the transaction. If the merchant makes such a request and there are sufficient available funds in your Account, we will approve the transaction and place a temporary hold on the funds in your Account. This hold will reduce the Available Balance in your Account. The amount of this temporary hold will usually be the amount of the Card Authorization. The hold will remain on your Account until the merchant sends the final amount of the transaction to us and requests payment (“Settlement”). In most cases, if the merchant does not request Settlement or is delayed in requesting settlement, the hold will automatically be removed after three (3) days. However, for transactions with certain merchants, such as hotels, the hold may remain on your account up to seven (7) days.
Please note that the merchant controls the timing of both the Card Authorization and Settlement. This means that a merchant may initiate Settlement after the Card Authorization hold has already been removed. If the hold is removed and you spend the funds in your Account before Settlement, it may cause your Account to overdraw. In addition, the Card Authorization amount that the merchant requests may be different than the Settlement amount. It is therefore important that you keep track of your transactions and your Account. We cannot stop a Card transaction once we have approved a Card Authorization and you will be responsible for repaying any negative balance that may occur in your Account.
2.10. Customized Debit Card Limits
As part of the Online Banking Services, you may be given the ability to establish customized debit card transaction limits that are lower than the limits that are otherwise applicable to POS transactions and ATM withdrawals for yourself or any secondary cardholders to help you manage and control your spending.
3. Card Limitations
There may be limits on the amount and frequency of withdrawals and deposits you can make using your Card. Please refer to the Account Agreement for any limits that may apply to your Account.
4. Returns and Refunds
Please be aware of the merchant’s return policies before using your Card to make a purchase. Neither the Bank nor the Program Partner is responsible for the delivery, quality, safety, legality or any other aspect of the goods or services you purchase using your Card. If you have a problem with a purchase that you made with your Card or if you have a dispute with the merchant, you must handle it directly with the merchant. If you are entitled to a refund for any reason for goods or services obtained using your Card, you agree to accept credits to your Card for the refund and agree to the refund policy of the merchant. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs.
5. Additional Benefits from Visa and Fraud Alerts Program
The Visa Fraud Alerts Program provides you with alerts via email, phone call, and/or text messages when Visa’s fraud monitoring system detects suspicious activity involving your Card.
Messaging frequency depends on account activity. For more information, text HELP to 23618 or call 1-833-333-0417. To cancel fraud text messaging services at any time reply STOP to any alert from your mobile device.
For Fraud alerts support, call 1-833-333-0417. By giving us your mobile number, you agree that Fraud Alerts text messaging is authorized to notify you of suspected incidents of financial or identity fraud. HELP instructions: Text HELP to 23618 for help. Standard text messaging rates will apply.
5.2.1. Stop Instructions
Text STOP to 23618 to cancel.
5.2.2. Release of Liability
Alerts sent via SMS may not be delivered to you if your phone is not in the range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within coverage, factors beyond the control of wireless carriers may interfere with messages delivery for which the carrier is not responsible. We do not guarantee that alerts will be delivered.
6. Fees
There may be fees associated with your use of the Card. Please refer to the Account Agreement for any fees that may apply to your use of the Card.
7. Errors and Lost or Stolen Cards
7.1. Error Resolution
You may contact us by calling 1-833-333-0417 with questions concerning transactions involving your Card.
You may also contact us at the number above to report suspected errors or unauthorized transactions. Be sure to contact us immediately if you believe that an error or unauthorized transaction has occurred or may occur concerning your Card. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the suspected error or unauthorized transaction appeared. You must provide us with the following information:
Your name and Account number.
A description of the error or the transaction you are unsure about and why you believe it is an error or why you need more information.
The dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing by email within ten (10) business days.
After receiving your notice of error or unauthorized transaction, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.
7.2. Reporting Lost or Stolen Cards or Replacing Your Card
If you need to report your Card or PIN as lost, stolen, or compromised, or to replace your Card for any reason, please contact us at 1-833-333-0417 seven days a week, 24 hours a day. You will be required to provide personal information so that we may verify your identity before we will issue you a replacement Card.
8. Electronic Fund Transfers
Your Card allows you to withdraw funds from your Account up to the Available Balance through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ATM withdrawals and point-of-sale purchases at merchants.
Your Account Agreement provides you with the information and terms about the EFTs that are permitted on your Account.
8.1. Types of EFTs Supported by Your Card
Your Card allows the following types of EFTs:
Transfers to or from your Account to a merchant or other third party by providing the third party with your Card or Card information
ATM deposits and withdrawals using your Card
8.2. Limitations on EFTs
There are limitations on the frequency and amount of transactions you can make to or from your Account using your Card. These limits are different for each type of transaction. For limits that apply to Card transactions, please refer to Section 3 of this Agreement. For other limitations that may apply to your Account, please refer to your Account Agreement. Your Card may also be subject to security-related limits. These limits may change from time to time.
8.3. Documentation of Your Transactions
You will be provided with information about each transaction using your Card on your Account statements. Please refer to your Account Agreement for more information about statements and other ways to view your transaction history and other information. You will also have the option to receive a receipt when making a withdrawal at an ATM or when you make a POS purchase at a merchant.
If you authorize a merchant or other third party to automatically initiate a payment using your Card on a recurring basis, you must do so in writing. If you are issued a new Card with a different expiration date or a different number, we may (but are not obligated to) provide your new Card number and expiration date to a merchant or other third party with whom you have set up a recurring pre-authorized card payment to facilitate the continuation of your authorized recurring transactions.
If you do not wish Visa to provide your new Card number and/or expiration date to merchants or other third parties, please let us know by emailing us at help@globalfy.com.
8.4.1. How to Request a Stop Payment
If you authorize a merchant or other third party to take payments from your Account using your Card through recurring card payments, you can place a stop payment on one or all of those payments by contacting us by email at help@globalfy.com at least three (3) business days before the next payment is scheduled to be made.
You must provide us with (1) your name, (2) your Account number, (3) the company or person taking the payments, and (4) the date and amount of the scheduled payment you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.
You may be charged a fee for each stop payment you request under your Account Agreement. Please refer to your Account Agreement for fees applicable to your Account.
8.4.2. Our Business Days
Our business days are Monday through Friday, excluding federal holidays.
8.5. Your Liability for Unauthorized EFTs
Contact us immediately if you believe that an unauthorized EFT has occurred or may occur concerning your Account, or if your Card has been lost, stolen or compromised. Calling us at 1-833-333-0417 is the best way of keeping your losses to a minimum. Your liability for unauthorized EFTs is outlined in your Account Agreement. Please refer to your Account Agreement for details.
8.6. Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment
We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. Our liability for a failure to complete a transaction, an unauthorized transaction, or failure to stop a payment is limited to terms described in your Account Agreement. Please refer to your Account Agreement for details.
9. Change of Terms
We can change the term of this Agreement at any time. We will provide advance notice to you of a change in terms where required by law.
10. Account Information Disclosed to Third Parties
We will disclose information to third parties about your account or the transfers you make:
Where it is necessary for completing the transaction
To verify the existence and condition of your account with us (such as to confirm that sufficient funds are available to cover specific transactions) upon the request from a third party (such as a credit bureau or merchant)
We may refuse to issue, deactivate, revoke, suspend or cancel your Card at any time with or without notice to you, other than as required by law. This includes deactivating or canceling your Card if it has been lost or stolen to prevent unauthorized transactions. You agree not to use your Card once it has been deactivated, revoked, suspended or canceled. We may also limit your use of the Card, including limiting or prohibiting specific types of transactions. If you would like to cancel your Card, you may do so at any time by contacting us through the Online Banking Services or by emailing us athelp@globalfy.com.
The cancellation of your Card privileges will not otherwise affect your rights and obligations related to your Account.
Abrir una cuenta bancaria comercial desde el extranjero y sin residencia en EE.UU. es realmente fácil. No tienes que salir de tu país, mucho menos de tu casa. Abre tu cuenta en línea y obtén una tarjeta de débito VISA corporativa. ¡Expande tus horizontes y abre tu cuenta bancaria comercial estadounidense ahora!
Por parte de los miembros de la empresa con al menos el 25% de control/propiedad:
Pasaporte válido o licencia de conducir estadounidense.
Si es residente estadounidense, ITIN o número de seguro social.
Factura de servicios públicos de los últimos 6 meses (de su país de origen)
¿Puede una cuenta bancaria comercial de Globalfy reemplazar una cuenta bancaria tradicional para mi empresa?
Sí. Aunque Globalfy no es un banco, brindamos servicios bancarios integrales con el apoyo de nuestro socio bancario, Blue Ridge Bank NA; Miembro FDIC.
¿Mi empresa tiene que estar registrada en EE.UU. para poder solicitar una cuenta bancaria comercial?
Sí. En caso de que tu empresa aún no haya sido registrada en Estados Unidos, puedes consultar los servicios de Formación de Empresas y Domicilio Virtual de Globalfy para iniciar operaciones dentro del país. Todo lo puedes hacer en pocos pasos y desde el extranjero, 100% online.
¿Qué empresas pueden solicitar una cuenta bancaria empresarial?
Aceptamos solicitudes de empresas de todo tipo, excepto negocios relacionados con apuestas, sistemas de cajeros automáticos, pornografía, comercio de criptomonedas o cualquier actividad ilegal según la ley federal estadounidense (incluso si es legal en algunos estados, por ejemplo, distribución de cannabis).
Nos especializamos en brindar soluciones a empreserios no residentes, pero aun así somos más que capaces de abrir cuentas para empresas propiedad de residentes estadounidenses.
Nota: Empresas no relacionadas con el comercio de criptomonedas aún pueden abrir billeteras criptográficas teniendo una cuenta bancaria comercial en Globalfy.
¿Globalfy también abre cuentas bancarias personales?
Todavía no, pero lo haremos pronto. Si quieres mantenerte informado sobre el lanzamiento de las cuentas bancarias personales de Globalfy, síguenosen Instagram.
¿Con Globalfy btengo una tarjeta de débito física o una tarjeta de débito virtual?
Puedes optar por ambas al mismo tiempo.
¿Globalfy tiene una aplicación móvil?
Todavía no. Pero tendremos una en el futuro. Por ahora, la única forma de acceder a nuestros servicios bancarios es a través de nuestra aplicación web.
¿Globalfy informa las transacciones o el historial de cuenta a FICO para el cálculo del credit score? ¿O revisan o reportan alguna de mis transacciones?
No, no lo hacemos. Como no ofrecemos ningún servicio de crédito, no estamos obligados a hacer nada de eso.
¿Globalfy envía tarjetas de débito fuera de Estados Unidos?
Las tarjetas solo se envían dentro de Estados Unidos. De todos modos, los clientes de Globalfy Virtual Address/Mailroom pueden solicitar que su correo sea enviado al exterior, esto incluye las tarjetas de débito recibidas en el mailroom de Globalfy.
¿Ofrecen productos de crédito como tarjetas de crédito?
No, sólo tarjetas de débito.
¿La banca de Globalfy se integra con la plataforma de ventas de Shopify?
Podrás recibir tus pagos de Shopify o de cualquier otro marketplace en tu cuenta bancaria de Globalfy. Sin embargo, no hay necesidad de una integración directa o nativa con Shopify y/o cualquier otra plataforma de comercio electrónico.
¿Cuánto cobra el servicio bancario de Globalfy a sus usuarios?
No cobramos cargos mensuales ni por sobregiro. Sólo hay una comisión de USD 8 por transferencia nacional, que se aplicará directamente a tu cuenta.
Consulta la página de Banking para más información.
¿Cuánto necesito depositar para abrir la cuenta?
No se requiere un depósito mínimo para iniciar su cuenta bancaria.
Consulta la página de Banking para más información.
Ya he solicitado una cuenta bancaria comercial, ¿cuánto tiempo tarda en ser aprobada?
Una vez que recibamos tu solicitud, y si no se requiere documentación adicional, tu cuenta será aprobada en 1 a 3 días hábiles. De lo contrario, nuestro equipo se pondrá en contacto contigo y te informará sobre el plazo de tiempo.
¿Cuánto cobra Globalfy por sus servicios bancarios?
No cobramos a nuestros usuarios, sin embargo las operadoras de cajeros automáticos pueden cobrar comisiones cada vez que se procesa una transacción en sus terminales.
¿Cómo gana dinero Globalfy?
Por tarifas de intercambio, una pequeña tarifa que los procesadores de tarjetas de crédito cobran a los comerciantes cada vez que se utiliza una tarjeta de crédito o débito. Los usuarios no pagan esta comisión ni la ven reflejada en sus balances.
¿En qué industrias se enfoca Globalfy para brindar su servicio bancario?
Creamos nuestra plataforma teniendo en cuenta la tecnología, el comercio electrónico, los inversores y los proveedores de servicios digitales. ¡Pero también podemos aceptar diferentes áreas! =)
Más información sobre los servicios bancarios de Globalfy
Falkk Furniture llegó a Estados Unidos en 2020. Actualmente, la empresa ya está consolidada en el mercado estadounidense. Edson Finger Júnior y Ellen Thays Finger, socios de la marca, nos cuentan más sobre la experiencia de internacionalizar la marca.
¿Cómo surgió la idea de llevar la marca a Estados Unidos?
Falkk surgió en 2012 de Indústria de Móveis Finger, una fábrica de muebles tradicional brasileña, y continuó operando únicamente en Brasil hasta 2020, cuando surgió la oportunidad de internacionalizar la marca: "Recibimos el desafío de llevar la marca a Estados Unidos de parte de la junta directiva de la empresa. Para lograrlo, Thays y yo empezamos a darle vida a este proyecto", nos cuenta Edson Finger Júnior, socio de Falkk.
Una vez tomada la decisión, el siguiente paso era desarrollar el plan de negocio y comprender el proceso para que el proyecto de abrir una empresa en Estados Unidos fuese viable. "Fue algo muy interesante porque en cuestión de 30 días ya nos habíamos reunido con Company Combo (ahora Globalfy) y en 60 días la empresa ya estaba constituida y enviando contenedores. Así que fue algo muy rápido", añade Edson.
Los primeros retos
La operación de Falkk en Estados Unidos comenzó a finales de 2020, en el primer año de la pandemia de COVID-19. Este fue un momento en el que muchos negocios digitales tomaron impulso debido a la necesidad de comprar en línea. "En realidad, la pandemia aceleró mucho nuestro crecimiento, tanto para Falkk aquí en Brasil como para Falkk en Estados Unidos. Es por esto que suelo decir que vimos la oportunidad en medio de la dificultad", explica Ellen Thays Finger, socia de Falkk.
En relación al proceso de apertura de la empresa, Ellen Thays afirma que no fue difícil: "No fue difícil ya que estábamos acostumbrados a la burocracia en Brasil; sabíamos que las cosas sencillas en ocasiones tardan meses".
Sin embargo, a principios de 2021, empezaron a aparecer los primeros retos de servir a un nuevo público. Esto nos obligó no solo a ajustar nuestros procesos internos, sino también a entender las preferencias del consumidor estadounidense.
"Lo más difícil fue cuando empezamos a vender y empezamos a recibir algunas críticas negativas debido a que nuestro embalaje no estaba preparado para la logística estadounidense. Fue aquí que se convirtió en necesidad el readaptar el embalaje para la operación americana”.
El inicio del viaje internacional
Falkk Furniture eligió tener presencia en dos marketplaces, Amazon y Wayfair. "Nos unimos y empezamos a ganar relevancia ambas plataformas", nos cuenta Ellen Thays.
Al principio, enfrentaron falta de stock, "creo que estas situaciones nos perjudicaron un poco, porque necesitábamos unos días para hacer la reposición, contando los días de producción que se lleva a cabo en Brasil, más el transporte hasta Estados Unidos. Cuando esto ocurrió, nos resultó difícil recuperar la relevancia en los marketplaces”.
Aunque 2021 fue un año difícil, Edson afirma que tuvo sus puntos altos, "estuvimos ajustando cuestiones internas como el embalaje, las fotos de los productos en los marketplaces, el manual... Pero superamos todas estas dificultades".
Próximos pasos
Para 2022, Falkk planea ampliar su operación americana, "2021 fue un año de mucho aprendizaje, no obstante, en 2022, ya vemos las cosas de otra manera. Estamos desarrollando toda una línea de muebles diseñada exclusivamente para el consumidor estadounidense, pensando en el gusto, el estilo y las referencias que más utilizan", explica Ellen Thays.
"Somos una empresa joven, no obstante, ya podemos ver muy buenos resultados de todo el trabajo hecho. El volumen que ya hemos enviado y vendido en Estados Unidos es muy positivo", añade Edson.
Consejos para los empresarios que desean llevar sus negocios a EE.UU.
Para Edson y Ellen Thays, lo importante para los empresarios que piensan llevar sus empresas a Estados Unidos es lo siguiente: "si esperas a tener el plan de negocios perfecto para llevarlo a cabo, nunca lo tendrás, así que el mensaje es: ¡toma acción! No te detengas ante el primer obstáculo".
Para ellos, las cuestiones a mejorar solo se detectarán en la práctica y siempre podrán ajustarse durante la operación, "hemos aprendido que es posible hacer ajustes durante el proceso, se mejora y se evalúa qué hay que mejorar. Los resultados positivos aparecerán tarde o temprano".
"Nosotros ponemos amor sobre todo lo que hacemos. Crecemos con la empresa y tener esta oportunidad es algo realmente fantástico".
Esta historia de expansión de Falkk Furniture puede ser también la de tu empresa. Abre tu negocio de e-commerce en Estados Unidos sin necesidad de salir de tu país. El proceso es 100% online e incluye 1 año de Registered Agent, 1 año de Virtual Address y ¡una cuenta bancaria americana! No esperes más y entra en el mercado de e-commerce más grande del mundo.
Configr es una empresa brasileña que trabaja con hosting y gestión de sitios web y correos electrónicos. Tras cinco años de operación en el mercado brasileño, el año 2020 fue el momento en el que la empresa vio la oportunidad de ampliar sus operaciones a Estados Unidos.
¿Cómo surgió la idea de llevar la marca a Estados Unidos?
Luego de cinco años operando en el mercado brasileño, Configr decidió dar el siguiente paso y abrir una nueva unidad de negocios en Estados Unidos en el año 2020.
Arthur Furlan, CEO y cofundador de Configr, nos cuenta cómo supo desde un principio que eventualmente probarían llevar el negocio a nuevos lugares: "siempre supimos que nuestro producto era fácil de internacionalizar debido a su amplia adopción en el mundo entero".
Y fue de forma totalmente orgánica que Configr comenzó a tener clientes americanos, dándose cuenta de la importancia de internacionalizar el negocio para atender las demandas de sus clientes americanos de manera más sencilla.
"De la nada aparecieron algunos clientes estadounidenses; al identificar esta oportunidad, decidimos crear una nueva unidad de negocios directamente allí, pensando en esta expansión", afirma Arthur.
Los primeros retos y el inicio del viaje
El proceso de apertura de la empresa en Estados Unidos no supuso una dificultad para Configr.
"Pudimos contar con el apoyo de socios especializados que nos ayudaron a ocuparnos de todo a distancia. Si no tuviéramos ese apoyo, habría sido un reto, después de todo, la legislación estadounidense es un tema que no domina nuestras agendas", nos cuenta Arthur.
En relación a la operación en Estados Unidos, Configr optó por conocer primero el mercado americano, para luego invertir en la adquisición de nuevos clientes.
"Tenemos una cartera de clientes en Estados Unidos y, a medida que vayamos entendiendo este nuevo mercado, iremos ampliando nuestras áreas de servicio y adquisición de nuevos clientes", afirma.
Para Arthur, contar con el apoyo para la apertura de la empresa y la gestión de todo el proceso burocrático fue de gran ayuda, ya que le permitió dedicar mayor tiempo a la gestión de esta nueva unidad del negocio.
"Pudimos estructurar estos pasos después de la incorporación. Pensar en el posicionamiento, el servicio al cliente, la validación del producto, además de entender el mercado y la estrategia detrás de toda la internacionalización. Así, pudimos centrarnos en esta parte del negocio y dejamos la parte burocrática y fiscal en manos de expertos".
Consejos para los empresarios que desean llevar sus negocios a EE.UU.
Arthur cuenta que además de entender el mercado y buscar validar el producto, un consejo muy importante para quien está pensando en internacionalizar la operación es buscar proveedores que puedan aportar al negocio.
"En Configr, tenemos una cultura de trabajo en equipo. Es por esto que apostamos mucho por las personas y nos gusta rodearnos de buenos profesionales, pero sobre todo, de buenas personas. Asimismo, cuando evaluamos proveedores, también buscamos a personas que tengan la experiencia necesaria para aportar valor a nuestro negocio. También es preciso saber escoger al mejor socio en este proceso de internacionalización”.
Luego de ver la experiencia de Configr, ya tendrás varias claves para pode entrar al mercado tecnológico americano. No lo dudes más y abre tu empresa en EE.UU. sin slair de casa. El proceso es 100% remoto e incluye una cuenta bancaria americana.
Antes de crear una empresa en Estados Unidos deberás tomar decisiones importantes que definirán el futuro de tu negocio. Saber la diferencia entre LLC y Corporación es información clave para tomar dichas decisiones. ¿Qué es una LLC? ¿Qué es una C Corporation? Son dudas que te iremos esclaraciendo a lo largo de este artículo.
Tanto las LLC como las C Corps o Corporaciones tienen como principal objetivo separar la persona física de la persona jurídica para proteger parcialmente a los individuos de determinadas responsabilidades personales.
Cada una de ellas cuenta con distintas formas de administración y de obligaciones fiscales. Antes de decidir cuál es la mejor categoría para la creación de tu empresa en Estados Unidos, conoce la diferencia entre LLC y Corporación, sus pros y sus contras y sus similitudes.
¿Qué es una LLC?
LLC significa Sociedad de Responsabilidad Limitada (Limited Liability Company en inglés). Este modelo de empresa combina algunas ventajas de estructura corporativa con elementos de asociación de tributación.
Al abrir una LLC en Estados Unidos puedes proteger parcialmente a tu persona física de potenciales problemas financieros o demandas contra tu persona jurídica. Puedes abrir una LLC desde tu país y manejar tu empresa sin tener que venir a EE.UU. Globalfy te ofrece un plan de negocios todo en uno en el cual tienes la posibilidad de abrir tu LLC y contar con una cuenta bancaria americana.
5 ventajas de abrir una LLC
Flexibilidad en la gestión
Abrir una LLC en Florida, Wyoming o cualquier otro estado de Estados Unidos te otorga flexibilidad de gestión. En las Corporations, por ejemplo, existe una estructura de directores que toman la mayor parte de las decisiones importantes, mientras que el resto de los empleados son responsables por el trabajo cotidiano; una LLC es más versátil en este aspecto.
En estados como Delaware, los miembros (dueños) de las LLC incluso pueden dictaminar la estructura interna de su empresa, sin tener que cumplir ningún estándar predeterminado.
Evita la doble tributación
Una diferencia entra LLC y Corporación a tomar en cuenta a la hora de abrir una negocio en Estados Unidos es forma de pagar impuestos. Con una LLC te despreocupas de la doble tributación. La empresa no recaudará el impuesto sobre la renta y deberá distribuir el 100% de las ganancias a los miembros, los cuales, a su vez, pagarán sus impuestos de manera individual.
En este sentido, en algunos estados americanos donde la persona física no paga impuesto sobre la renta estatal (como Florida), el valor recaudado sobre las ganancias (compartidos al final del año), es menor.
Puedes abrir una LLC desde tu país
Al igual que en el caso de una Corporation, es posible abrir una LLC sin tener que venir a EE.UU. y sin necesidad de tener visa americana. Para esto, nada más necesitas una dirección comercial estadounidense, como puede ser una oficina virtual o la dirección de tu contador. Si te interesa esta alternativa, puedes consultar el servicio de Virtual Address de Globalfy.
No hay restricciones de propiedad
Al igual que con las C Corporations, una LLC no tiene restricciones de propiedad. En la mayoría de los estados no existe un número máximo en cuanto miembros (dueños) de una LLC. Los miembros pueden ser personas físicas o jurídicas, tanto extranjeras como nacionales.
Separación parcial de responsabilidad
En algunos estados americanos (como Florida), una LLC puede ser configurada con tan solo una persona física. Separándose de esta manera la responsabilidad de la empresa a partir de este miembro.
¿Cuáles son las desventajas de la LLC?
No es el modelo ideal para recibir inversión
Una gran diferencia entre LLC y Corporación es el modo de adquirir capital externo. Si tu objetivo es crear una empresa americana y recibir inversiones, una LLC no es tu mejor elección. En general, los inversionistas prefieren la estructura tradicional de las C Corps ya que estás son las únicas capaces de emitir acciones tanto preferenciales como comunes.
Distribución de ganancias obligatoria
Al final de un año fiscal, necesitarás distribuir obligatoriamente las ganancias de la LLC entre los miembros de acuerdo con la participación de cada uno. En una C Corp esto no es necesario.
¿Quiénes deben considerar abrir una LLC?
La LLC es una buena alternativa para quienes gustan de una gestión flexible. Como ya comentamos, las C Corps cuentan con una estructura más tradicional en la que los directores son los responsables de la toma de decisiones. Además, las Corporations exigen juntas anuales de directores y accionistas, las cuales deben ser debidamente documentadas.
Una LLC también es una buena opción para quienes desean recibir integralmente las ganancias de un año fiscal (alternativamente, en el caso de una empresa con socios, compartir este valor de acuerdo con la participación de cada uno en el negocio).
Este es un modelo de empresa más tradicional, que sigue algunas normas como la adopción de estatutos, juntas frecuentes entre accionistas, presentación de reportes anuales y emisión de acciones. Además, está sujeta a impuestos estatales y federales.
Tambien es bueno recordar que existe un modelo específico de empresa llamado S Corp. La categoría S Corp está disponible sólo para empresas en las que todos los accionistas son americanos. Por su parte, una C Corp o Corporación puede ser formada por extranjeros.
¿Cuáles son los principales beneficios de la C Corp?
Propiedad irrestricta
Las C Corps son la mejor opción para aquellas empresas que desean ser cotizadas en la bolsa, gracias a su disposición a la propiedad irrestricta. Esta es una gran diferencia entre LLC y Corporación, ya que ésta última es capaz de incentivar la financiación externa al emitir acciones.
Una persona física no necesita declarar impuestos
Al contrario de las LLC, los socios de las C Corps no necesitan realizar declaraciones de impuestos en Estados Unidos. Esto sólo es necesario cuando existe distribución de ganancia para los accionistas.
Es por esto que muchos extranjeros optan por una Corporation al momento de crear una empresa en Estados Unidos.
Créditos a nombre de la empresa
Otro elemento que atrae a muchos extranjeros a escoger las C Corps es que esta permite la construcción de crédito a nombre de la empresa.
En las LLC, por su parte, el crédito es construido por medio de los socios, lo que resulta más difícil para quienes no residen en Estados Unidos.
Acceso a acciones
Con las Corporation también tendrás acceso a diferentes tipos de acciones.
¿Cuáles son las desventajas de la Corporation?
Doble tributación
La principal desventaja de la C Corps y una gan diferencia entre LLC y Corporación es la doble tributación. En primer lugar tendrás que pagar tributos a nivel corporativo, referentes a las ganancias líquidas de la empresa. Luego, tendrás que volver a pagar impuestos cuando las ganancias sean distribuidas a los accionistas.
¿Quiénes deben considerar crear una C Corporation?
Si tu objetivo es recibir inversión, las C Corps son una buena alternativa, ya que permiten la emisión de títulos preferenciales al tener distintas clases de acciones.
Esta modalidad también es ideal para aquellos propietarios que quieren beneficiarse de disposiciones del código fiscal relacionadas a la exclusión de determinada ganancia de capital, o de la deducción de determinadas pérdidas.
Principales diferencias entre LLC y Corporación
C Corporation
LLC (Limited Liability Company)
Responsabilidades de la empresa
Responsabilidad personal parcialmente limitada de los socios por las obligaciones de la corporación.
Responsabilidad personal parcialmente limitada de los miembros de obligaciones de la empresa.
Impuestos
Esta sujeta a doble tributación. Primeramente, a nivel corporativo y, después, en el momento en que los accionistas reciben sus dividendos. Los accionistas de la empresa no necesitan hacer declaración de impuestos (con la excepción de que haya distribución de ganancias).
Una LLC no es tributada (con la excepción de que la empresa elija ser tributada como una Corporation). Las ganancias y pérdidas son repasadas para sus miembros.
Anualmente, todos los socios necesitan hacer declaraciones de impuestos en los Estados Unidos
.
Propiedad
Sin límite de clases de acciones. Número ilimitado de accionistas.
Número ilimitado de miembros.
Documentos necesarios para la creación de la empresa
Articles of Incorporation, Bylaws, Organizational Board Resolutions, Stock Certificates y Stock Ledger.
Articles of Organization y Operating Agreement.
Estructura de gestión
Estructura más rígida, en la cual un Consejo de Administración tiene la responsabilidad global de la gestión, mientras que los gerentes ejecutan las tareas del día a día.
Estructura más libre. El Acuerdo Operacional (Operating Agreement) decide de qué manera el negocio será gestionado y un gerente puede ser designado.
Contribución de capital
Los accionistas (dueños) financian las operaciones.
En general, los miembros contribuyen con servicios o dinero en el momento de la creación.
Captación de inversiones
Puede levantar fondos por el medio de la emisión de deudas convertibles y de la venta de acciones.
Puede levantar fondos por medio de la emisión de un “membership interests”.
Notación de riesgo de crédito
Construye un “credit score”.
Utiliza el crédito de sus propietarios.
Similitudes entre LLC y Corporación
Tanto las LLC como las Corps gozan de propiedad transferible, esto significa que es posible transferir la propiedad de la empresa a otra persona siguiendo las leyes específicas de cada estado.
Ambos modelos de empresa duran indefinidamente, y pueden ser asumidas incluso después de la muerte de sus propietarios.
Asimismo, dependiendo de las reglas del estado, una LLC puede tornarse Corp o viceversa. Además, también pueden ser transferidas para otro estado.
Las Corps y las LLC cuentan con protección parcial en contra de la responsabilidad personal, protegiendo a nivel de la persona física parcialmente a sus respectivos miembros de obligaciones empresariales.
Aquí utilizamos el término parcial, ya que existieron casos en los que tribunales fallaron en contra de la protección de la persona física en demandas contra la empresa, aunque el individuo no había tenido participación activa en el caso en cuestión.
Más información sobre la diferencia entre LLC y Corporación
No dudes en entrar al mercado más fuerte del mundo para recibir ganancias en la divisa americana sin restricciones. Si tienes más dudas otras dudas sobre la diferencia entre LLC y Corporación, en nuestro blog encontrarás más información acerca de formación empresarial e impuestos en EE.UU.
Cuál es el mejor estado de EE.UU. para abrir una empresa. A la hora de registrar un negocio en Estados Unidos es necesario tener claro cuál es la mejor locación. Pensando en facilitarte la tarea, te traemos las principales diferencias entre los cinco estados más atractivos tanto para los empresarios extranjeros como para los americanos: Delaware, Florida, Wyoming, Nuevo México y Texas.
Vale la pena recordar que existen varios tipos de impuestos en Estados Unidos. Entre los principales están el Federal Income Tax, el State Income Tax y el Franchise Tax. Ahora veamos paso a paso cómo abrir una empresa en Estados Unidos, tomando en cuenta la estructura corporativa, los impuestos y los estados.
Pero primero, cómo registrar un negocio en USA siendo extranjero
Antes de elegir el mejor estado para formar una empresa en EE.UU., es fundamental conocer todos los pasos necesarios para llevar a tu negocio al siguiente nivel.
EE.UU. ofrece ventajas para emprendedores de todo el mundo. Ahora bien, para ver cómo registrar un negocio en USA siendo extranjero, no es necesario estar en el país ni tener visa. Incluso sin número de seguro social o ITIN, también puedes iniciar tu negocio internacional en EE.UU. Todo el proceso se puede realizar de forma remota y en pocos pasos.
Cuando se trata de elegir la mejor categoría y estado para iniciar un negocio en EE.UU., es normal que los empresarios tengan dudas. Hey que tener en cuenta las necesidades y los objetivos de cada empresa al tomar estas decisiones. Para saber cómo evaluar esto, hablemos un poco más sobre las estructuras disponibles para establecer un negocio en EE.UU.
Ahora, ¿cuál es la diferencia entre LLC y Corporación?
Veamos cuál es la diferencia entre una LLC y una C Corporation. Una LLC o Limited Liability Company es similar a las Sociedades de Responsabilidad Limitada en América latina. Con ella, todos los beneficios se reparten al final del año entre todos los socios. Esto hace que no sea necesario pagar el Federal Income Tax ni el State Income Tax a nivel corporativo, sino como persona física. Los impuestos serán pagados por los socios después de cada distribución.
Por el otro lado, en el caso de una C Corporation o Corp, se pagan impuestos tanto a nivel corporativo como a nivel personal, en lo que se conoce como doble tributación. Los Federal Income Tax son cobrados por el IRS mientras que cada estado se ocupa de recolectar sus impuestos estatales. En el caso de Delaware, Wyoming, Nuevo México, Texas y Florida, éstos estados cuentan con tasas muy bajas de tributación, lo cual los convierte en locaciones muy atractivas para los nuevos emprendedores.
¿Cuál es el mejor estado de EE.UU. para abrir una empresa? Comparación de Delaware, Florida, Wyoming, Nuevo México y Texas
Veamos las opciones del mejor estado para formar una empresa y sus impuestos. Texas, Wyoming, Nuevo México, Florida y Delaware son los mejores candidatos. El State Income Tax y el Annual Report o Franchise Tax se pagan a nivel estatal. Por ello, hay que analizarlos muy bien a la hora de elegir el mejor estado para abrir tu empresa en EE.UU.
State Income Tax: este impuesto lo pagan las personas físicas y jurídicas a cada estado. Dependiendo de las leyes de cada entidad, el valor puede estar exento.
Annual Report o Franchise Tax: un monto que se paga para renovar el registro comercial en EE.UU. anualmente. Este impuesto también varía dependiendo del estado.
Florida
Delaware
Texas
Nuevo México
Wyoming
Tasa estatal de formación para LLC
US$125
US$90
US$300
US$50
US$100
Tasa estatal de formación para C Corp
US$70
US$89
US$300
US$100
US$100
Impuesto sobre la renta estatal individual
Ninguno
Ninguno para residentes fuera del estado
Ninguno
Entre el 1,7% y el 5,9%. Se aplican tasas más altas a partir de US$210.000 en ingresos anuales
Ninguna
Impuesto sobre la renta estatal corporativo (sólo C Corporations)
4,5% para ganancias anuales superiores a US$50.000
8,7%
Ninguna
4,8%
Ninguna
Annual report o franchise tax
Entre US$138,75 y US$150
Mínimo de US$225
Ninguno
Ninguno
Mínimo de US$62. Tasas adicionales a partir de US$250.000 en activos
Impuesto a las ventas
Entre 3% y 6%
Ninguno
6,25%
5,125%
4%
Privacidad
Sin anonimato. Todos los registros comerciales son públicos
Las LLC pueden ser anónimas
Sin anonimato. Todos los registros comerciales son públicos
Las LLC pueden ser anónimas
Las LLC pueden ser anónimas
Plan todo en uno de Globalfy
US$599 + tasa estatal de formación
US$599 + tasa estatal de formación
US$599 + tasa estatal de formación
US$599 + tasa estatal de formación
US$599 + tasa estatal de formación
Después de todo, ¿qué estado es mejor? ¿Delaware, Florida, Texas, Nuevo México o Wyoming?
Por ejemplo, Florida es un estado elegido por muchos extranjeros porque no exige el pago del State Income Tax a las personas físicas. Sin embargo, si tu empresa es una Corp y gana más de US$50.000 al año, deberás pagar este impuesto a una tasa del 4,5%.
Texas, en este caso, puede tomar la delantera ya que no tiene este impuesto. Por esta razón, muchas empresarios de California han ido optando por transferirse a Texas. Para las LLC de Nuevo México, la buena noticia es que no necesitan presentar informes anuales o impuestos de franquicia, mientras que las tarifas para Corps en el estado son muy bajas.
Mientras tanto, Wyoming tiene la conveniencia de no exigir el pago del State Income Tax para personas físicas ni jurídicas. El Annual Report es muy bajo y puede ser una alternativa para los dueños de empresas que buscan reducir gastos. Wyoming tampoco requiere que se divulguen los socios o miembros de LLC, a diferencia de Florida, donde la información se hace pública.
Obtén más información sobre el mejor estado para formar una LLC o una Corp
Con un equipo de expertos, Globalfy te ayudará a completar todo este proceso en unos pocos pasos! Además de hacer todo de forma remota, tendrás acceso a una cuenta bancaria comercial de EE.UU., contabilidad personalizada y un Registered Agent durante un año completo. Abre tu negocio en EE.UU. sin salir de tu país ahora!
Abrir uma conta bancária comercial no exterior sem possuir residência americana é muito simples. Você não precisa vir para os EUA e nem sair de casa. Abra sua conta bancária de forma online e tenha acesso a um cartão de débito VISA para sua empresa. Expanda seus horizontes e abra sua conta bancária comercial americana agora!
Aqui você encontrará as perguntas mais frequentes sobre como abrir uma conta bancária. Caso você precise de mais orientações sobre a utilização da conta e sobre o próprio serviço, acesse também esse outro post de perguntas frequentes.
Dos membros da empresa com pelo menos 25% de controle/propriedade:
Passaporte válido ou carteira de motorista americana
Se residente nos EUA, ITIN ou SSN
Comprovante de endereço dos últimos 6 meses (do país de origem)
Uma conta bancária comercial da Globalfy pode substituir a conta bancária tradicional da minha empresa?
Sim. Embora a Globalfy não seja um banco, fornecemos serviços bancários com o apoio de nosso parceiro, Blue Ridge Bank N.A; Member FDIC.
Minha empresa precisa estar registrada nos EUA para poder solicitar uma conta bancária comercial?
Sim. Caso sua empresa ainda não tenha sido registrada nos Estados Unidos, você pode consultar os serviços de Business Formation e Virtual Address da Globalfy para iniciar operações nos EUA. Você pode realizar todo o processo em poucos passos estando em qualquer lugar do mundo, 100% online.
Quais empresas podem solicitar uma conta bancária comercial?
Aceitamos inscrições de empresas de todos os tipos, exceto negócios relacionados a jogos de azar, sistemas de caixa eletrônico, pornografia, comércio de criptomoedas ou qualquer serviço ilegal pela lei federal dos EUA (mesmo que legal em alguns estados, por exemplo, distribuição de cannabis).
Somos especializados em fornecer soluções para não residentes, mas ainda somos mais do que capazes de abrir contas para empresários residentes nos EUA.
Observação: As empresas não relacionadas ao comércio de criptomoedas ainda podem abrir carteiras de criptomoedas enquanto possuem uma conta bancária comercial Globalfy.
A Globalfy também abre contas bancárias físicas?
No momento não, mas teremos em breve. Caso você queira se manter informado sobre o lançamento das contas bancárias físicas da Globalfy, siga-nos no Instagram.
Recebo um cartão de débito físico ou um cartão de débito virtual?
Você pode ter os dois ao mesmo tempo.
A Globalfy tem um aplicativo móvel?
Ainda não. Mas teremos no futuro. Nesse momento, a única forma de acessar os nossos serviços bancários é através do portal online.
A Globalfy reporta transações ou histórico da conta à FICO para cálculo de pontuação de crédito? Ou verifica/relata alguma das minhas transações?
Não. Como não oferecemos nenhum serviço de crédito, não somos obrigados a fazer esses trâmites.
A Globalfy envia cartões de débito internacionalmente?
Os cartões são enviados apenas para dentro dos Estados Unidos. Entretanto, os clientes da Globalfy que possuem Virtual Address/Mailroom podem solicitar que sua correspondência seja enviada para o exterior, incluindo cartões de débito recebidos no Mailroom da Globalfy.
A Globalfy oferece produtos de crédito, como cartões de crédito?
Não, apenas cartões de débito.
O serviço bancário Globalfy se integra à plataforma de vendas online da Shopify?
Você poderá receber seus pagamentos da Shopify ou de qualquer outro carrinho de compras/checkout em sua conta bancária Globalfy. No entanto, não há necessidade de integração direta/nativa com Shopify e/ou qualquer outra plataforma de comércio eletrônico.
Quanto a Globalfy cobra de seus usuários?
Não cobramos nenhuma taxa mensal ou cheque especial. Há apenas uma taxa de USD 8 por transferência doméstica, que é aplicada diretamente à sua conta.
Já solicitei a abertura de conta bancária comercial, quanto tempo leva para ser aprovado?
Assim que recebermos sua inscrição, e se nenhuma documentação adicional for necessária, sua conta será aprovada de 1 a 3 dias úteis. Caso contrário, nossa equipe entrará em contato e informará o possível prazo.
Quanto a Globalfy cobra pelos serviços bancários?
Não cobramos de nossos usuários. Entretanto, caixas eletrônicos independentes podem cobrar taxas sempre que uma transação for processada em seus terminais.
Como a Globalfy ganha dinheiro?
Por taxas de intercâmbio, uma pequena taxa que os processadores de cartão de crédito cobram dos comerciantes toda vez que um cartão de crédito ou débito é passado.
Quais setores o serviço bancário Globalfy oferece suporte?
Criamos nossa plataforma pensando em empresas de tecnologia, e-commerce, investidores e provedores de serviços digitais. Mas podemos aceitar áreas diferentes também! =)
Países que não aceitamos
No momento, não podemos abrir contas para fundadores de empresas que vivem nos seguintes países: Bielorrússia, Burundi, República Centro-Africana, Cuba, República Democrática do Congo, Irã, Iraque, Líbano, Libéria, Líbia, Nicarágua, Coreia do Norte, Rússia, Somália, Sudão do Sul, Sudão, Síria, Venezuela, Iêmen e Zimbábue.
A empresa atua com a venda de móveis nos EUA desde 2020 e atualmente já está consolidada no mercado do país. Edson Finger Júnior e Ellen Thays Finger, sócios da marca, contam mais sobre a experiência de internacionalizar a Falkk.
A Falkk surgiu como braço de uma tradicional marca de móveis brasileira, Indústria de Móveis Finger, em 2012. A empresa seguiu atuando apenas no Brasil até 2020, quando surgiu a oportunidade de internacionalizar a marca. “Nós recebemos o desafio de levar a marca para os Estados Unidos, a ideia veio da diretoria da empresa. Então, eu e a Thays começamos a dar vida a esse projeto”, conta Edson Finger Júnior, sócio da Falkk.
Com a decisão tomada, o próximo passo era desenvolver o plano de negócios e entender como seria o processo para viabilizar a marca a vender móveis nos EUA. “Foi algo bem interessante porque em questão de 30 dias nós tínhamos feito uma reunião com a Globalfy e em 60 dias nós estávamos com a empresa pronta e com contêiner embarcando. Então foi algo muito rápido”, Edson relembra.
Os primeiros desafios
A operação da Falkk nos Estados Unidos começou no final de 2020 durante o primeiro ano da pandemia de COVID-19, momento em que muitos negócios digitais foram impulsionados devido à necessidade de comprar online. “A pandemia, de fato, acelerou muito nosso crescimento, tanto para a Falkk aqui no Brasil como para a Falkk nos Estados Unidos. Então, eu costumo dizer que a gente viu a oportunidade no meio da dificuldade”, explica, Ellen Thays Finger, sócia da Falkk.
Em relação ao processo de abertura da empresa, Ellen Thays conta que não sentiu dificuldade: “Não foi difícil, até porque estamos acostumados com a burocracia aqui do Brasil, que coisas simples demoram meses”.
Porém, no início de 2021, os primeiros desafios de atender um novo público começaram a aparecer, quando foi preciso, além de ajustar processos internos, entender as preferências do consumidor americano.
“O mais difícil foi quando a gente iniciou as vendas e começou a receber alguns reviews negativos. Porque nossa embalagem não estava preparada para a logística dos EUA”. Nesse momento, foi preciso readaptar as embalagens para a operação americana, “questão que conseguimos contornar com alguns ajustes”, completa.
No mercado americano, a Falkk buscou o sistema D2C, direct-to-consumer. Desta forma, eles fabricam no Brasil e para vender móveis nos EUA diretamente ao consumidor final!
O início da jornada internacional para vender móveis nos EUA fabricados no Brasil
A Falkk Furniture optou por estar em dois marketplaces, que são Amazon e Wayfair. “Nós entramos e começamos a ganhar relevância nessas duas plataformas”, conta Ellen Thays.
No início, foi preciso lidar com situações de quebra de estoque: “Acredito que essas situações nos prejudicaram um pouco, porque precisamos de alguns dias para fazer a reposição, contando os dias de produção, que é feita no Brasil, mais o transporte até chegar ao warehouse do Globalfy nos Estados Unidos. Quando isso acontecia, a gente sentia uma dificuldade de retomar a relevância dentro dos marketplaces”.
Edson conta que 2021 foi um ano desafiador, mas com muitos resultados positivos, "fomos ajustando questões internas, como embalagem, foto dos produtos nos marketplaces, manual… Mas contornamos essas dificuldades e pudemos ver ótimos resultados”.
Próximos passos
Para 2022, os planos da Falkk são de expansão da operação americana, “2021 foi um ano de muito aprendizado, mas 2022 a gente já vê com outros olhos. Estamos desenvolvendo toda uma linha de móveis pensada para o consumidor americano, pensado no gosto, no estilo, naquilo que utilizam mais”, explica Ellen Thays.
"Somos uma empresa jovem, mas conseguimos ver os resultados que atingimos até agora, que são muito bons. O volume que já enviamos para os Estados Unidos e vendemos é muito positivo”, completa Edson.
Dicas para quem está começando agora
Para Edson e Ellen Thays, o importante para os empreendedores que estão começando - ou ainda pensando em tornar o negócio internacional - é dar o primeiro passo. “Se você esperar o plano de negócios perfeito para tirar do papel, você nunca vai tirar, então, a mensagem é: encarar. Não parar no primeiro obstáculo”.
Para eles, as questões a serem melhoradas aparecem na prática e podem ser ajustadas durante a operação. “O que nós aprendemos é que é possível fazer ajustes durante o processo, você vai melhorando e vendo o que precisa ser aperfeiçoado. Os resultados positivos vão aparecendo”.
“Nós colocamos amor sobre o produto, sobre a Falkk Furniture. Crescemos dentro da empresa e com a empresa. Termos essa oportunidade é fantástico!".
A jornada internacional da Falkk foi possível com ajustes, trabalho duro e parceiros confiáveis. Após a abertura do negócio nos EUA, a Globalfy continuou colaborando com o negócio para garantir que todas as operações de fulfillment acontecessem de acordo com as necessidades da empresa.
O mercado de tech nos EUA destaca-se como o maior do mundo, com a previsão de alcançar US$1.8 trilhão ainda em 2022. Por isso, as oportunidades do ecossistema atraem empreendedores de todo o mundo a abrir suas empresas de tecnologia nos EUA.
Buscando fazer parte desse mercado, a empresa brasileira Configr contou com a Globalfy para expandir suas operações para os Estados Unidos em 2020. Os empreendedores apostaram em serviços de hospedagem e gerenciamento de sites e e-mails em cloud server para chegar ao mercado dos Estados Unidos.
Conheça a história da empresa e as oportunidades do mercado de tecnologia nos EUA a seguir.
Como surgiu a ideia de levar a marca para os Estados Unidos
A Configr estava no mercado brasileiro há cinco anos quando decidiu dar o próximo passo e abrir uma nova unidade de negócio nos Estados Unidos. O trabalho da empresa de tecnologia nos EUA começou em 2020.
Arthur Furlan, CEO & Co-founder da Configr, conta que “nós sempre soubemos que nosso produto é fácil de internacionalizar, já que tem uma alta adesão em qualquer lugar do mundo”.
De forma orgânica, a Configr começou ter clientes americanos e percebeu a importância de tornar a empresa internacional para poder atender às suas demandas da melhor forma possível: “surgiram alguns clientes nos Estados Unidos, nós identificamos essa oportunidade e decidimos criar uma nova unidade de negócios diretamente lá, pensando nessa expansão”, completa Arthur.
Os primeiros desafios e o início da jornada de uma empresa de tecnologia nos EUA
O processo de abertura de empresa nos Estados Unidos não representou uma dificuldade para a Configr, “nós pudemos contar com o apoio de parceiros especializados que nos ajudaram a cuidar de tudo a distância. Se não tivéssemos esse suporte, seria um desafio, afinal, a legislação americana é um tema que não domina nossas pautas”, conta Arthur.
Em relação a operação nos Estados Unidos, a Configr optou por, primeiro entender o mercado americano, para depois investir na aquisição de novos clientes, “nós temos uma carteira de clientes nos Estados Unidos e, ao passo que vamos entendendo esse novo mercado, vamos expandir nossas áreas de atendimento e aquisição de novos clientes no país”, completa.
Para Arthur, ter o suporte e o apoio para gerenciamento de questões burocráticas na hora de começar uma empresa de tecnologia nos EUA abre espaço para que os empreendedores possam dedicar tempo à administração e crescimento dessa nova unidade de negócio: “Conseguimos estruturar esses passos após a incorporação. Pensar posicionamento, atendimento, validação de produto, além de entender o mercado e a questão estratégica. Então, a gente consegue focar nisso e deixar a parte burocrática e fiscal com alguém que entende”.
Mesmo com o ritmo desacelarado da economia global, o mercado de tecnologia nos EUA está se mostrando estável. Com a pandemia de coronavírus nos últimos anos, vimos grandes mudanças nas necessidades de negócios e consumidores desse setor.
Nos Estados Unidos, tech aparece como uma das indústria com maiores impactos na economia de 23 dos 50 estados do país, de acordo com o estudo Cyberstates 2019. Com o maior mercado do setor no mundo, as empresas de tecnologia nos EUA trazem oportunidades para empreendedores globais.
Dicas para levar sua empresa aos EUA
É normal que empreendedores tenham dúvidas na hora de dar um passo como abrir uma empresa em outro país. Porém, Arthur conta que, além de entender o mercado de empresas de tecnologia nos EUA e buscar validar o produto, uma dica muito importante é buscar fornecedores que possam agregar ao negócio.
“Aqui na Configr a gente tem uma cultura de fortalecimento de time, então, a gente aposta muito em pessoas e gosta de se cercar de pessoas competentes. Na hora de avaliar os fornecedores, a gente também busca essas pessoas que vão ter a expertise para agregar ao nosso negócio. Ao escolher um parceiro para dar esse grande passo, que é a internacionalização, também é preciso olhar para isso”.
Para dar esse passo, a Configr contou com o apoio da Globalfy. Além dos serviços de abertura de negócios nos EUA, a empresa oferece um suporte completo com serviços contábeis, fulfillment, endereço virtual e até conta bancária em dólar.
Entender a diferença entre uma C Corporation e uma empresa LLC nos EUA é essencial para empresários na hora de começar um negócio nos Estados Unidos.Antes de abrir uma empresa no exterior, empreendedores precisam escolher a categoria que mais se encaixa com as necessidades do seu negócio.
Os modelos que apresentam mais benefícios para empreendedores costumam ser LLC, Limited Liability Company, ou C Corp, também conhecida como C Corporation. Essas categoriassão similares, respectivamente, as empresas LTDA e S/A, usadas no Brasil, e têm o objetivo de distinguir a pessoa física da jurídica.
Quer saber o que significa LLC? A sigla pode ser traduzida como Sociedade de Responsabilidade Limitada, do inglês Limited Liability Company. Esse tipo de empresa dos Estados Unidos é similar ao modelo LTDA usado no Brasil.
As LLCs oferecem mais flexibilidade para empreendedores buscando montar empresa nos EUA. Diferente das Corporations, esse tipo de negócio não precisa necessariamente de uma estrutura de diretores responsáveis pela maior parte das decisões.
Além disso, em alguns estados americanos, como na Flórida, uma empresa LLC pode ser configurada com apenas uma pessoa física.
Evita a dupla taxação
Um fator importante na hora de escolher o melhor modelo para sua empresa são os impostos nos EUA.A empresa LLC não paga o imposto de renda ao IRS como pessoa jurídica, evitando a dupla tributação. Nesse modelo, todo o lucro é distribuído aos membros, que, por sua vez, devem pagar o imposto como pessoa física.
Em alguns estados americanos, como a Flórida, pessoas físicas não precisam pagar o imposto de renda estadual. Assim, o valor recolhido sobre os lucros é ainda menor.
Separação parcial de responsabilidade
Separação parcial de responsabilidade significa que as LLCs são entidades separadas de seus membros. Assim, bens pessoais dos sócios não podem ser apreendidos em caso de consequências jurídicas.
Estrangeiros podem abrir uma empresa LLC nos Estados Unidos?
Empreendedores do exterior têm a oportunidade de abrir suas empresas LLCs nos EUA sem a necessidade de visto americano, SSN ou ITIN. Você não precisa nem viajar aos Estados Unidos para registrar sua LLC: Faça todo o processo do seu país de origem, 100% online!
Desvantagens da LLC
Não é o formato ideal para receber investimentos
Se você tem o objetivo de receber investimento em sua empresa americana, a LLC não é a melhor escolha. Em geral, investidores dão preferência para a estrutura da C Corp, pois possibilita negociar e participar do mercado de ações. Já as LLCs estão limitadas a oferecer dívida (dinheiro líquido, retornos) ou patrimônio (propriedade) aos seus investidores.
Distribuição de lucros obrigatória
Ao final de um ano fiscal, você precisa, obrigatoriamente, distribuir os lucros da empresa LLC entre os sócios, de acordo com a participação de cada um. Nas C Corporations isso não é uma regra.
Quem deve optar pela LLC?
A LLC se diferencia da C CORP por ser um modelo de empresa que permite flexibilidade. Esse modelo é muito atrativo para empreendedores globais que buscam uma gestão menos tradicional.
Além disso, para aqueles que não abrem mão de receber os lucros do ano fiscal integralmente, a LLC é a alternativa certa.
Gostou dessa alternativa? Antes de tomar sua decisão, descubra os prós e contras das C Corps, próximo assunto deste artigo.
O que é uma C Corporation?
Em primeiro lugar, é importante saber existe – além da LLC e da C Corp – a S Corp, uma estrutura corporativa disponível apenas para acionistas americanos.
Essa opção segue algumas normas, como adoção de estatutos, reuniões frequentes entre acionistas, apresentação de relatórios anuais e emissão de ações. Além disso, conta com impostos estaduais e federais. Em resumo, a C Corp apresenta um modelo mais tradicional, se comparada à LLC.
As C Corps são a melhor opção para empresas que desejam ser negociadas publicamente, graças à sua disposição de propriedade irrestrita. Esse princípio permite que as C Corporations participem do mercado de ações e tenham investidores ilimitados. Este aspecto é fundamental quando se compara uma C Corp vs. LLC, já que esta última tem muito mais dificuldade em obter capital externo.
Empreendedores emergentes com ideias e modelos de negócios atraentes poderiam se beneficiar desse fato, pois uma C Corp oferece mais segurança para investidores externos.
Pessoa física não precisa declarar imposto
Diferente da LLC, em uma empresa C Corp, sócios não são obrigados a fazer a declaração de imposto nos Estados Unidos. Isso só é necessário quando existe distribuição de lucro para os acionistas.
Por conta desse detalhe, muitos estrangeiros optam pela Corporation
Créditos em nome da empresa
Outro ponto relevante é a possibilidade de construção de crédito no nome da empresa. Na LLC, o crédito é construído por meio dos sócios, o que pode representar uma dificuldade para quem não mora nos Estados Unidos.
Desvantagens da C Corporation
Dupla Tributação
A principal desvantagem da C Corp é a dupla tributação. Com ela, você paga tributos, inicialmente, no nível corporativo, referente ao lucro líquido da empresa. Depois disso, paga novamente, quando os lucros são distribuídos aos acionistas.
Se o seu objetivo é receber investimento, a C Corp é uma boa alternativa. Por ter classes distintas de ações, esse modelo permite a emissão de títulos preferenciais.
Ela também funciona muito bem para os proprietários que querem se beneficiar de disposições do código fiscal relacionados à exclusão de determinado ganho de capital ou de dedução de determinadas perdas.
LLC e C Corp: Principais diferenças
C Corporation
LLC (Limited Liability Company)
Equivalente no Brasil
S/A
Ltda
Responsabilidades da empresa
Responsabilidade pessoal parcialmente limitada dos sócios pelas obrigações da corporação.
Responsabilidade pessoal parcialmente limitada dos membros de obrigações da empresa.
Tributos obrigatórios
Conta com uma dupla tributação. Primeiramente ao nível corporativo e depois no momento em que os acionistas recebem seus dividendos.
A não ser que haja distribuição de lucros, os acionistas da empresa não precisam fazer declaração de imposto.
Exceto se a empresa opte por ser taxada como uma Corporation, a LLC não é tributada. Os lucros e perdas são repassados para os seus membros.
Anualmente, todos os sócios precisam fazer declaração de imposto nos Estados Unidos.
Propriedade
Sem limite de classes de ações. Número ilimitado de acionistas.
Número ilimitado de “membros”.
Documentos necessários para a abertura da empresa
Articles of Incorporation, Bylaws, Organizational Board Resolutions, Stock Certificates e Stock Ledger.
Articles of Organization e Operating Agreement.
Estrutura de gestão
Estrutura mais "engessada", onde um Conselho de Administração tem a responsabilidade global da gestão, enquanto os gerentes executam as tarefas do dia a dia.
Estrutura mais livre. O Acordo Operacional (Operating Agreement) decide de que maneira o negócio será gerido e um gerente pode ser designado.
Contribuição de capital
As ações são compradas pelos Shareholders.
Em geral, os membros contribuem com serviços ou dinheiro no momento da formação.
Captação de investimentos
Pode levantar fundos por meio da emissão de dívidas conversíveis e venda de ações.
Pode levantar fundos por meio da emissão de um “membership interests”.
Notação de risco de crédito
Constrói um "credit score".
Utiliza o crédito dos seus proprietários.
Semelhanças entre empresas LLC e C Corp
Tanto a LLC quanto a C Corporation contam com propriedade transferível. Isso significa ser possível transferir a propriedade da empresa para outra pessoa seguindo as leis específicas de cada estado.
Ambos os formatos de empresa duram indefinidamente e podem ser assumidas por novos sócios, mesmo após a morte dos seus proprietários.
Conforme as regras do estado, uma LLC pode tornar-se C Corp, o contrário também é válido. Além disso, elas também podem ser transferidas para outro estado.
A LLC e a C Corp contam com proteção contra responsabilidade pessoal e protegem parcialmente os membros de obrigações empresariais em nível de pessoa física.
Vale saber: usamos o termo “parcialmente”, pois existem alguns casos de tribunais americanos que foram contra a blindagem da pessoa física em processos da empresa, mesmo sem que o indivíduo tivesse participação ativa no caso questionado.
Mais algumas informações importantes sobre LLC e C Corp
Ficou a clara a diferença entre LLC e C Corp? Lembre-se que, na hora de expandir seus negócios para os EUA, é importante ter a orientação de profissionais especializados!
Confira tudo que você precisa saber sobre abertura de negócios no exterior, impostos nos Estados Unidos, soluções bancárias internacionais e muito mais no nosso blog e no nosso canal do YouTube.
Uma das maiores dúvidas de empresários na hora de empreender nos Estado Unidos é o estado ideal para registrar seu negócio. Pensando em facilitar a escolha do melhor estado para abrir sua empresa nos EUA, trouxemos as principais diferenças entre algumas opções que atraem a atenção dos empreendedores: Delaware, Flórida, Wyoming, Novo México e Texas.
O processo de abertura de negócios nos EUA exige que o empresário escolha um dos estados do país para fazer o registro do negócio. Esse passo gera muitas dúvidas, afinal, as leis e impostos variam de um estados para o outro e de acordo com o tipo de empresa dos Estados Unidos escolhida: LLC ou CORP.
Existem, tanto impostos federais, como estaduais e, neste blog post, vamos abordar os estados de Delaware, Flórida, Wyoming, Novo México e Texas. Para conhecer mais sobre as exigências federais, clique aqui. Vamos falar sobre o State Income Tax, imposto de renda estadual, e do Franchise Tax, que é o custo de renovação anual da empresa dos Estados Unidos.
Continue lendo para saber mais sobre esses impostos, os diferentes tipos de empreendimentos e como será o processo de abertura de negócio nos Estados Unidos.
Como abrir uma empresa nos EUA?
Antes de definir o melhor estado ou tipo de empresa para você, é preciso saber como será o processo para abrir uma empresa nos EUA.
O país garante mais facilidades para empreendedores de todo o mundo. Para registrar seu negócio nos EUA, não é necessário estar em território americano ou ter visto.
Mesmo sem SSN ou ITIN, você vai conseguir começar seu negócio internacional. O processo pode ser feito de forma totalmente remota e com alguns passos simples sua empresa estará atuando em um dos melhores ecossistemas econômicos do mundo.
Para estrangeiros, os passos para montar um empreendimento nos Estados Unidos serão:
Escolher o estado para registro;
Escolher a melhor estrutura societária;
Enviar documentação para o estado;
Selecionar um endereço comercial (pode ser um endereço virtual);
Com a ajuda de um parceiro como a Globalfy, a abertura do seu negócio nos EUA será ainda mais rápida e simples. Conte com a gente para registrar seu empreendimento, abrir uma conta bancária empresarial americana e muito mais.
Os dois primeiros passos do processo são os que mais despertam dúvidas em empresários interessados em expandir seus negócios. Em primeiro lugar, a decisão do melhor estado e da melhor categoria para seu empreendimento nos EUA será feita de acordo com as suas necessidades.
Para saber como avaliar isso, vamos falar um pouco mais sobre as estruturas disponíveis para estabelecer seu negócio nos Estados Unidos a seguir.
LLC e Corp: qual a diferença entre elas?
A LLC, Limited Liability Company, é uma modalidade de empresa dos Estados Unidos similar a LTDA, que já conhecemos no Brasil. Com ela, todo o lucro é distribuído no final do ano entre os sócios e, por esse motivo, não há a exigência do pagamento do imposto de renda estadual como empresa (State Income Tax), mas sim, como pessoa física. Os impostos serão pagos pelos sócios depois da distribuição.
Se a sua escolha for abrir uma empresa LLC nos EUA, vale considerar os estados que não fazem a cobrança do State Income Tax - imposto estadual - para pessoa física. Dessa forma, você não tem a obrigatoriedade de pagar essa taxa.
No entanto, se sua empresa for uma C Corp, será necessário pagar o State Income Tax e a porcentagem varia conforme o estado escolhido. Essa é uma modalidade que traz vantagens, por exemplo, para empresas que pretendem ser negociadas na bolsa de valores.
A desvantagem, no entanto, é a dupla tributação, já que os sócios pagam os tributos ao nível corporativo e, depois, quando os lucros são distribuídos aos acionistas. Nesse caso, como pessoa física.
Melhores estados para abertura de empresas e seus impostos
Para comparar os Estados americanos, vamos falar sobre alguns dos impostos mais importantes para negócios nos EUA. Além dos tributos citados a seguir, existem outros impostos que podem ser considerados, como por exemplo, o Sales Tax.
O State Income Tax e o Annual Report ou Franchise Tax são tributos cobrados a nível estadual. Por isso, devem ser analisados na hora de escolher o melhor estado para abrir sua empresa nos EUA. Confira o que são abaixo:
State Income Tax - É o imposto de renda estadual. Essa tributação é paga ao estado por pessoas físicas e jurídicas. Dependendo das regras de cada localidade, o valor pode ser isento.
Annual Report ou Franchise Tax - Valor pago para renovar o registro do seu negócio nos EUA anualmente. O imposto também é variável de acordo com o estado.
Flórida
Delaware
Texas
Novo México
Wyoming
Taxa de estadual de formação de LLC
US$125
US$90
US$300
US$50
US$100
Taxa de estadual de formação de Corp
US$70
US$89
US$300
US$100
US$100
Imposto de renda individual estadual
Isento
Isento para não-residentes do estado
Isento
Entre 1,7% e 5,9%. A taxa mais alta se aplica para rendimentos a partir de US$210.000
Isento
Imposto de renda coorporativo estadual (Apenas para C Corporations)
4,5% para lucro anual acima de US$50.000
8,7%
Isento
4,8%
Isento
Annual report ou franchise tax
Entre US$138,75 e US$150
A partir de US$225.
Isento
Isento
A partir de US$62. Taxas adicionais a partir de US$250.000 em ativos
Sales tax
Entre 3% e 6%
Isento
6,25%
5,125%
4%
Privacidade
Sem anonimato. Todos os registros comerciais são públicos.
Privacidade total para LLCs.
Sem anonimato. Todos os registros comerciais são públicos.
Privacidade total para LLCs.
Privacidade total para LLCs.
Custo de abertura de empresa com a Globalfy
US$599 por ano + taxa estadual
US$599 por ano + taxa estadual
US$599 por ano + taxa estadual
US$599 por ano + taxa estadual
US$599 por ano + taxa estadual
Qual é o melhor estado para abrir sua empresa nos EUA: Delaware, Flórida, Texas, Novo México ou Wyoming?
Para tomar essa decisão, é preciso fazer uma avaliação baseada em suas preferências e particularidades do seu negócio nos EUA.
Começar uma empresa na Flórida, por exemplo, é atraente para muitos brasileiros nos Estados Unidos, porque além de não exigir o pagamento do State Income Tax para pessoa física, é um estado amigável, com altas temperaturas e clima similar ao do Brasil. Por outro lado, caso sua empresa dos Estados Unidos seja uma CORP e fature mais de US$50.000 por ano, será preciso fazer o pagamento do State Income Tax para corporações, com uma taxa de 4.5%.
O Texas, neste caso, pode apresentar vantagens, uma vez que não aplica esse imposto aos negócios registrados no estado. Por esse motivo, diversas empresas da Califórnia têm optado por transferir o registro para lá. Já no Novo México, as LLCs não precisam apresentar Annual Reports ou Franchise Tax e, para Corps, as taxas no estado são bastante baixas.
Delaware, por sua vez, não cobra o State Income Tax desde que o empreendimento não esteja fisicamente no estado. Além disso,é uma região que oferece vantagens para empresários, como, por exemplo, a Lei Societária de Delaware e a Suprema Corte com o Tribunal de Chancelaria, que fica responsável por litigar possíveis processos de empresas.
Já Wyoming não exige o pagamento de State Income Tax para pessoas físicas e corporações. Além disso, lá, a renovação anual é mais baixa e pode ser uma boa opção para os empresários preocupados em reduzir seus custos fixos. Neste estado, há também sigilo sobre as informações dos sócios, diferente de empresas na Flórida, por exemplo, em que as informações são públicas.
Saiba mais sobre o processo de abrir uma empresa nos EUA
Apesar das facilidades que atraem empreendedores de todo o mundo, abrir uma empresa nos EUA pode ser desafiador! Escolhas importantes como o estado e a estrutura do seu negócio devem ser feitas com cautela e muito conhecimento.
Para tirar dúvidas e entender qual o melhor estado para a sua LLC ou CORP, você pode agendar uma conversa gratuita com um de nossos especialistas. Acesse aqui!
Globalfy’s new banking service is here, a much-waited solution for entrepreneurs and business owners from all over the world. Now, with Globalfy, you’ll be able to get a business bank account in the US and charge your clients in US dollars. Boost your company’s profits and enter the most vibrant marketplace in the world.
Opening a business bank account from abroad and without US residency is really easy. You don’t have to come to the US, you don’t even have to leave your home. Open your account online and get your company access to a VISA debit card. Expand your horizons and open your American business bank account now!
Here you’ll find the most frequently asked questions about opening up the account. If you need a little more guidance regarding the account’s usage and the banking service itself, you can check out this other FAQ post as well.
In case any of your doubts or queries is not present in the following entries, contact customer support and we’ll gladly give you the exact info you need.
Can I apply for a business account if I’m not a US resident or I’m not physically in the US?
Yes!
What documentation do I need to apply for a business bank account?
From company members with at least 25% of control/ownership:
Valid passport or American Driver's License
If US resident, ITIN or SSN
Utility Bill from the last 6 months (from their home country)
Can a Globalfy business bank account replace a traditional bank account for my company?
Yes. Although Globalfy is not a bank, we do provide comprehensive banking services with the support of our banking partner, Blue Ridge Bank N.A; Member FDIC.
Does my company have to be registered in the US to be able to apply for a business bank account?
Yes. In case your business hasn’t been registered in America yet, you can check Globalfy’s Business Formation and Virtual Address services to initiate operations in the US. You can do it all in a few simple steps and from abroad, 100% online.
What companies can apply for a business bank account?
We accept applications from companies of all kinds, except for businesses related to gambling, ATM systems, pornography, cryptocurrency trade, or anything illegal by US federal law (even if legal in some states, e.g. cannabis distribution).
We specialize in providing solutions to non-residents but we’re still more than capable of opening accounts for US-resident-owned companies.
Note: Companies not related to cryptocurrency trade can still open crypto wallets while having a Globalfy business bank account.
Does Globalfy also open personal bank accounts?
Not yet, but we will soon. If you want to stay informed about the launch of Globalfy personal bank accounts, follow us on Instagram.
Do I get a physical debit card or a virtual debit card?
You can have both at the same time.
Does Globalfy have a mobile app?
Not yet. But we will have one in the future. As of now, the only way for accessing our banking services is through our web app.
Do you report account transactions or history to FICO for credit score calculation? Or do you check or report any of my transactions?
No, we don’t. As we do not offer any credit services we’re not required to do any of that.
Does Globalfy ship debit cards internationally?
Cards are only shipped inside the United States. Though Globalfy Virtual Address/Mailroom’s clients can request their mail to be shipped abroad, this includes debit cards received at Globalfy’s mailroom.
Do you offer credit products such as credit cards?
No, only debit cards.
Does Globalfy banking integrate with Shopify's online sales platform?
You will be able to receive your payments from Shopify or any other shopping cart/checkout on your Globalfy banking account. Although, there is no need for direct/native integration with Shopify and/or any other e-commerce platform.
How much does Globalfy banking charge its users?
We don’t charge any monthly or overdraft fees. There’s only a USD 8 fee per domestic wire transfer, that is applied directly to your account.
I have already applied for a business bank account, how long does it take for it to be approved?
Once we receive your application, and if no additional documentation is required, your account will be approved in 1 to 3 business days. Otherwise, our team will get in touch with you and let you know the potential timeframe.
How much does Globalfy charge for their banking services?
We don’t charge our users, though independent ATM operators may collect fees anytime a transaction is processed on their terminals.
How does Globalfy make money?
By interchange fees, a small fee credit card processors charge from merchants every time a credit or debit card is swiped. Globalfy banking users won't be charged in any way or form, nor will see these fees reflected in their balances.
What industries does Globalfy banking support?
We created our platform with technology, e-commerce, investors, and digital services providers in mind. But we may accept different areas too! =)
The American e-commerce market has been booming in recent years. Online sales revenue will exceed $1 trillion later this year and marketplaces like Amazon and Wayfair bring opportunities to companies like Falkk Furniture to sell furniture in the US.
The company has been in the home appliances business in the US since 2020 and is currently consolidated in the country's market. Edson Finger Júnior and Ellen Thays Finger, brand partners, tell more about the experience of internationalizing Falkk.
How the idea of taking the furniture brand to the US came about
Falkk came out as an arm of a traditional B2B Brazilian furniture brand, Indústria de Móveis Finger in 2012. The company continued to operate only in Brazil until 2020 when the opportunity to start selling furniture in the US direct-to-consumer came up. “We were challenged to take the brand to the United States, the idea came from the company's board of directors. So, Thays and I started to bring this project to life”, says Edson Finger Júnior, a partner at Falkk.
With the decision made, the next step was to develop the business plan and understand the process to make the American company viable. “It was something very interesting because in a matter of 30 days we had a meeting with Globalfy. In 60 days we had the company ready and the container was on board. So, it was very quick.”
The journey to start a D2C brand in the US
Falkk's US operation started in late 2020, in the first year of the COVID-19 pandemic, at this time many digital businesses were boosted due to the need to shop online. “The pandemic, in fact, greatly accelerated our growth, both for Falkk here in Brazil and for Falkk in the United States. So, I usually say that we saw the opportunity amid difficulty”, explains Ellen Thays Finger, partner at Falkk.
Regarding the process of opening the company, Ellen Thays says that she did not experience any difficulty: “It was not difficult, especially because we are used to the bureaucracy here in Brazil, where simple things drag on for months”.
However, in early 2021, the first challenges of serving a new market began to show up, when it was necessary, in addition to adjusting internal processes, to understand the preferences of the American consumer. It's important to mention the majority of experience in Brazil (primary Falkk market) is business-to-business, more than selling in the American market they needed to understand a new way to do business: how to start selling furniture directly to consumers in US marketplaces.
“The hardest part was when we started sales and started receiving some negative reviews because our packaging was not prepared for the US logistics.” At that moment, it was necessary to readapt the packaging for the American operation, “an issue that we managed to get around with some adjustments”, he adds.
The beginning of selling furniture in the US
Falkk Furniture chose to be on two marketplaces: Amazon and Wayfair. “We entered and started to gain relevance in these two platforms”, says Ellen Thays.
In the beginning, it was necessary to deal with situations of stockouts: “I believe that these situations harmed us a little because we needed a few days to make the replacement, counting the days of production, which is made in Brazil, plus the transport until it arrives at the Globalfy's warehouse in the United States. When that happened, we felt it difficult to regain relevance within the marketplaces”.
Edson says that 2021 was a challenging year, but with many positive results, “we were adjusting internal issues, such as packaging, photo of products in marketplaces, manuals… But we got around these difficulties and could see great results”.
Next steps for Falkk
For 2022, Falkk plans to expand its American operation by selling furniture designed for the American client, “2021 was a year of much learning, but 2022 we can already see with different eyes. We are developing a whole line of furniture designed for the American consumer, thinking about taste, style, what they use the most”, explains Ellen Thays.
“We are a young company, but we have been able to see the results we have achieved so far, which are very good. The volume we have already shipped to the United States and sold is very positive”, completes Edson.
Tips to start selling furniture in the US
For Edson and Ellen Thays, the important thing for entrepreneurs who are starting - or still thinking about going international - is to take the first step. “If you wait for the perfect business plan to get off the ground, you never will, so the message is: face it. Don't stop at the first hurdle."
For them, the issues to be improved appeared while they were already selling furniture in the US and got to be adjusted during the operation. “We learned it's possible to make adjustments during the process: you improve and see what needs to be improved. The positive results will show.”
“We lay love on the product, on Falkk Furniture. We grew within the company and with the company. Having this opportunity is fantastic!”.
Falkk's international journey was made possible with adjustments, hard work, and trusted partners. After opening the US business, Globalfy continued collaborating with the business to ensure that all fulfillment operations ran according to the company's needs.
The US tech market stands out as the largest in the world, forecast to reach US$1.8 trillion by 2022. Because of this, the ecosystem's opportunities attract entrepreneurs from around the world to start a tech company in the US.
Seeking to be part of this market, the Brazilian company Configr relied on Globalfy to expand its operations to the United States in 2020. The entrepreneurs bet on hosting and management services for websites and emails on a cloud server to reach the US market.
Learn about the company's history and opportunities in the US technology market below.
How did Configr started their path in the US
Configr had been in the Brazilian market for five years when he decided to take the next step and open a new business unit in the United States. They started a tech company in the US in 2020.
Arthur Furlan, CEO & Co-founder of Configr, says that “we have always known that our product is easy to internationalize, as it has a high acceptance anywhere in the world”.
Organically, Configr started to have American customers and realized the importance of making the company international to meet their demands in the best possible way: “some customers popped up in the United States, we saw this opportunity and decided to create a new business unit directly there, thinking about this expansion”, adds Arthur.
The journey of starting a tech company in the USA
The process of opening a company in the United States did not represent a difficulty for Configr, “we were able to count on the support of specialized partners who helped us take care of everything remotely. If we didn't have this support, it would be a challenge, after all, American legislation is a topic that we don't master”, says Arthur.
Regarding the operation in the United States, Configr chose, first to understand the American market, and then to invest in the acquisition of new customers, “we have a portfolio of customers in the United States and, as we understand this new market, we will expand our areas of service and acquisition of new customers in the country”, he adds.
For Arthur, having support for managing bureaucratic issues while starting a tech company in the USA opens space for entrepreneurs to dedicate time to the administration and growth of this new business unit: “We were able to structure these steps after the incorporation. Think about positioning, service, product validation, in addition to understanding the market and the strategic issue. So, we can focus on that and leave the bureaucratic and fiscal part to someone who understands more about it”.
Despite the slow pace of the global economy, the US technology market is proving stable. With the coronavirus pandemic in recent years, we have seen changes in the needs of businesses and consumers in this industry.
In the United States, tech appears as one of the industries with the greatest impacts on the economy of 23 of the 50 states in the country, according to the study Cyberstates 2019. With the largest market in the world, global entrepreneurs have great opportunities to start a tech company in the US.
Tips for starting your tech company in the USA
It is normal for entrepreneurs to have doubts when taking a step like opening a company in another country. However, Arthur says that, in addition to understanding the market for technology companies in the US and seeking to validate the product, a very important tip is to look for suppliers that can add to the business.
“Here at Configr, we have a culture of team strengthening, so we bet a lot on people and like to surround ourselves with competent people. When evaluating suppliers, we also look for those people that have the expertise to add to our business. When choosing a partner to take a big step, like internationalization, it is also necessary to look at that”.
Another important thing to mention is: that some Globalfy clients are charging their customers in Latin America from the US company. This way they don't need to have another entity for each Latin American country. Same to Europe and Asia.
To take this step, Configr had the support of Globalfy. In addition to the services of starting a tech company in the US, the company offers complete support with accounting services, fulfillment, virtual address, and even a US bank account.
Before creating a company in the United States, you will have to make some decisions to help define the future of your business. One of these decisions is to choose your company’s corporate structure, a C Corp vs. LLC. These are the two most common business types in the US and both of them can offer you varying benefits. Let's see the LLC vs. Corporation pros and cons.
The goal of both entities is to separate the physical person from the legal person to protect individuals from personal liability. Each entity has different forms of management and tax compliance. Before deciding which is the best category for you to create a company in the United States as a foreign entrepreneur, you need to know the characteristics of a Corporation vs. LLC.
When comparing LLC vs. Corporation pros and cons, the first gives you flexibility in its management. In C Corporations, for example, there is a structure of directors who make most of the important decisions, while the rest of the employees are responsible for the day-to-day work. An LLC is more versatile in this aspect.
Avoid double taxation
One of the key factors when comparing a C Corp vs. LLC is IRS and taxes. With an LLC, you don't have to worry about double taxation. The company will not collect income tax and must distribute 100% of the profits to the members, who, in turn, will pay their own individual income taxes.
In some US states where the individual does not pay state income tax (such as Florida), the value collected on the profits (shared at the end of the year) is lower. This makes LLCs even more appealing to domestic and foreign entrepreneurs.
Partial separation of liability
In some US states (such as Florida), you can create an LLC with only one natural individual, separating the liability of the company from this one member (owner).Also as in the case of C Corps, LLCs have no ownership restrictions. This is one key aspect when comparing LLC vs. Corporation pros and cons.
Even though when comparing C Corp vs. LLC, the latter might be the most popular option, it still has some disadvantages to it.
LLCs are not ideal to receive investments
If your goal is to create an American company and receive investments, an LLC is not your best choice. In general, investors prefer the traditional C Corp structure because it’s the only one capable of issuing common and preferred stock. Thus, for LLCs, the only way to get external capital is by offering equity or debt.
Mandatory profit distribution
At the end of a fiscal year, you will need to mandatorily distribute the company's profits among the members according to each member's share. This is not the case for C Corporations. This aspect is one of the most sought-after by founders when comparing LLC vs. Corporation pros and cons.
Who should consider opening an LLC?
The LLC is a good alternative for non-resident business owners who like flexible management since C Corporations have a more traditional structure in which the directors are the only decision-makers. Comparing a Corporation vs. LLC, their structure is so rigid that it requires annual and documented meetings of directors and shareholders.LLCs are much more elastic in this sense.
An LLC is also a good option for those who wish to receive earnings every fiscal year. Alternatively, in the case of a company with partners, they will have to share this value according to each partner's participation in the business.
What is a C Corp?
Before explaining what a C Corp is, it is good to remember that there is already a specific type of company called S Corp. The S Corp category is only available to companies in which all shareholders are American. On the other hand, a C Corp or C Corporation can be formed by foreigners as well.
This company model has a more hierarchical structure, with shareholders, directors, and board members. A C Corporation adopts bylaws, holds frequent meetings among shareholders, fills annual reports, issues shares (stocks), and it’s subject to state and federal taxes.
LLC vs. Corporation pros and cons vary depending on your needs and goals. Now let's how C Corps can benefit your US venture.
Unrestricted ownership and stock issuance
C Corps are the best option for those companies that wish to be publicly traded, thanks to their provision for unrestricted ownership. This principle allows C Corps to participate in the stock market and acquire financing from unlimited investors. This aspect is key when comparing a C Corp vs. LLC since the latter has it much more difficult to get external capital.
Up-and-coming entrepreneurs with attractive ideas and business models could benefit from this fact, as their C Corporation would offer more security to external investors to participate in the business.
A natural person doesn’t need to file tax returns
Unlike LLCs, C Corp partners do not need to file US tax returns. This is only necessary when there is a distribution of profit to the shareholders. This is why many foreigners opt for a Corporation when creating a company in the United States.
Credits in the name of the company
Another element that attracts many foreigners to choose the Corporation vs. LLC is that it allows the structuring of credit lines in the name of the company. On the other hand, LLC credits need to be built through its members (owners), which is more difficult for non-US residents.
What are the disadvantages of a C Corp vs. LLC?
Double taxation
The main disadvantage of the C Corp is double taxation. First, you will have to pay taxes on the net profits of the company. Then, you must pay taxes again when the profits are distributed to the shareholders.
Contrary to this, LLCs do avoid double taxation as they don’t pay corporate income taxes, and their owners are only required to do so on an individual level. This is a major factor when deciding which entity category is better for non-residents starting a US company
Who should consider opening a C Corporation?
If your objective is to receive investments and want to compare LLC vs. Corporation pros and cons, the C Corp is a good alternative since it allows the issuance of preferred securities by having different classes of shares. This modality is also ideal for those owners who want to benefit from provisions of the tax code related to the exclusion of certain capital gains, or the deduction of certain losses.
Here’s a chart that may help you better understand some of the differences between an LLC and a C Corp.
LLC vs. Corporation pros and cons
C Corporation
LLC (Limited Liability Company)
Company’s Liability
Limited personal liability of the partners regarding the obligations of the corporation.
Partially limited personal liability of the members of the board partners regarding the obligations of the company.
Tax Obligations
It is subject to double taxation. First, at the corporate level, and then at the time the shareholders receive their dividends. The company's shareholders do not need to file a tax return (except for profit distributions).
An LLC is not taxed (unless the company elects to be taxed as a Corporation). Profits and losses are reviewed for its members. Annually, all members need to file US tax returns.
Property
Unlimited number of share classes. Unlimited number of shareholders.
Unlimited members.
Necessary Documents
Articles of Incorporation, Bylaws, Organizational Board Resolutions, Stock Certificates, and Stock Ledger.
Articles of Organization and Operating Agreement.
Management Structure
A more rigid structure, in which a Board of Directors has overall management responsibility, while managers perform day-to-day tasks.
Offers more freedom as a structure. The Operating Agreement decides how the business will be managed and a manager can be appointed.
Capital Contribution
Shares are purchased by shareholders.
In general, members contribute services or money at the time of creation.
Investment Raising
It can raise funds through the issuance of convertible debt and the sale of shares.
You can raise funds by issuing a membership interest.
Credit Risk Notation
Can build credit scores and credit lines on its own.
Has to use its members' credit lines.
Similarities between Corporation vs. LLC
LLCs and C Corps enjoy transferable ownership, although always following each state's laws.
Both company models last indefinitely and can be taken over even after the death of their owners.
Depending on state rules, an LLC can become a C Corp and vice versa. They can also be transferred to another state.
We use the term partial, as there were cases in which American courts ruled against the protection of the individual in claims against the Corporation, even though the individual had no active participation in the specific case.
More on C Corp vs. LLC for non-resident entrepreneurs
When you decide to expand your business to America, it is important to have the support of professionals in business formation in the United States. With Globalfy you can register your US company from abroad in one click and get expert guidance for your venture. Globalfy also provides 1 year of virtual business address and a US business bank account in its all-in-one business formation plan. Don’t miss the opportunity to participate in the world’s strongest market.
Fill out the online form and open your US company in less than 5 minutes. No social security number, ITIN, or US residency is required. Start now and don't waste this business opportunity.
When creating a company in America, international entrepreneurs face the stressful task of finding the best state to form an LLC. To make this challenge easier, we brought the key differences between the four states that attract more international entrepreneurs to the country: Delaware, Florida, Wyoming, New Mexico, and Texas.
Opening a company in the US requires the entrepreneur to choose one state in the country to register the business. This step can raise many questions since laws and taxes vary from state to state and according to the type of company chosen: LLC or Corp.
There are federal and state taxes, franchise taxes, and more. Keep reading and find out the best state to form an LLC and its laws, requirements, etc.
How to start a business in the USA?
Before choosing the best state to form an LLC in the US, it’s crucial to know every step needed to take your company to the next level.
Even without an SSN or an ITIN, you will be able to start your international business in the US. The entire process can be done remotely, and with a few simple steps, your company will operate in one of the best economic ecosystems in the world.
For foreigners, the steps to set up a business in the United States will be:
Choose the state for registration;
Choose the corporate structure;
Submit formation document;
Select a business address (can be a virtual address);
Hire a Registered Agent;
Get an EIN;
Open a business bank account.
With the help of a partner like Globalfy, opening your business in the US will be even faster and simpler. Check out our business formation service to do it all in one click, for the best price.
When it comes to choosing the best category and state to start a business in the US, it’s normal for entrepreneurs to have doubts. Consider your needs and your company's goals when making these decisions.
To learn how to assess this, let’s talk a little more about the structures available to establish your business in the United States below.
C Corp vs. LLC: What’s the difference between the two?
A Limited Liability Company is a type of company in the United States in which all profits are distributed among partners at the end of the year. For this reason, there is no requirement to pay state income tax as a company (State Income Tax) but as an individual. Members will pay taxes after distribution.
If your choice is an LLC, it is worth considering the states that do not charge individual income taxes. That way, you don’t have to pay this fee.
However, if your company is a Corp, you will need to pay the state income tax, and the percentage varies depending on the state you choose. This category brings perks, for example, for companies that intend to be traded on the stock exchange.
The downside, however, is double taxation, as partners pay taxes at the corporate level and then when profits are distributed to shareholders, in this case, as an individual.
What's the best state to form an LLC?
Let's see the options for the best state to form an LLC and their taxes. Texas, Wyoming, New Mexico, Florida, and Delaware are the best candidates. The State Income Tax and the Annual Report or Franchise Tax are paid at the state level. Therefore, they must be analyzed when choosing the best state to open your company in the USA. Check out what they are below:
State Income Tax: this taxation is paid to the state by individuals and legal entities. Depending on the rules of each location, the value may be exempt.
Annual Report or Franchise Tax: an amount paid to renew your US business registration annually. The tax is also variable by state.
Florida
Delaware
Texas
New Mexico
Wyoming
LLC state formation fee
US$125
US$90
US$300
US$50
US$100
C Corp state formation fee
US$70
US$89
US$300
US$100
US$100
Individual state income tax
None
None for out-of-state residents
None
Between 1.7% and 5.9%. Additional rates start at US$210,000 in annual income
None
Corporate state income tax (C Corporations only)
4.5% for annual income over US$50,000
8.7%
None
4.8%
None
Annual report or franchise tax
Between US$138.75 and US$150
Minimum of US$225
None
None
Minimum of US$62. Additional fees start at US$250,000 in assets
Sales tax
Between 3% and 6%
None
6.25%
5.125%
4%
Privacy
No anonymity. All business records are public
LLCs can be anonymous
No anonymity. All business records are public
LLCs can be anonymous
LLCs can be anonymous
Globalfy’s Business formation all-in-one plan cost
US$599 + state formation fee
US$599 + state formation fee
US$599 + state formation fee
US$599 + state formation fee
US$599 + state formation fee
After all, which state is the best Delaware, Florida, Texas, New Mexico, or Wyoming?
For example, Florida is a state chosen by many Hispanics, because, in addition to not requiring the payment of the State Income Tax for individuals, it is a friendly state. If your company is a Corp and earns more than US$50,000 per year, you will need to pay the State Income Tax for corporations at a rate of 4.5%.
Texas, in this case, may take the lead since it doesn’t have this tax on companies registered in the state. For this reason, several California entrepreneurs choose to transfer their companies' registration there. For New Mexico LLCs the good news is that they do not need to file for Annual Reports or Franchise Tax, while the fees for Corps in the state are very low.
Meanwhile, Wyoming has the convenience of not requiring the payment of State Income Tax for individuals and corporations. The Annual Renewal is very low and can be an alternative for company owners looking to reduce expenses. The state also does not require partners or members of LLC to be disclosed, unlike Florida, where this information is made public.
Learn more about the best state to form an LLC in 2022
Despite all the benefits that attract international entrepreneurs, starting a business in the United States can be challenging! Choosing the best state to form an LLC should be made with caution and a lot of knowledge.
With a team of experts, Globalfy will help you complete this entire process in a few steps! In addition to doing everything remotely, you’ll have access to a US business bank account, accounting, and even a registered agent for a full year. Open your business in the USA without leaving your home country now!
