Please read this Dave Goals Account Agreement and Disclosures (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions, and disclosures related to the interest-bearing demand deposit account (“Goals Account”) made available to eligible consumers by Evolve Bank & Trust (“Evolve” or “Bank”), member of the Federal Deposit Insurance Corporation (“FDIC”), and serviced by Dave Operating LLC, a service provider to Evolve (“Dave”). When you see the words “we,” “us,” or “our” in this Agreement, it refers to Evolve, as well as any of its affiliates, successors, assignees, agents or service providers. When you see the words “you” or “your,” it refers to you, the owner of Goals Account, and your personal representatives, executors, administrators, and successors.

If there is a conflict between this Agreement and any other document or statement made to you concerning the Goals 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 Goals 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.

By opening or continuing to hold a Goals 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 Goals Account.

Separate terms and conditions apply to the services provided by Dave other than as Evolve’s service provider. Please refer to the Terms of Use available at https://dave.com/terms and the Privacy Policy https://dave.com/privacy.  Such services are not provided or controlled by Evolve or this Agreement, and you agree not to hold Evolve liable for issues that may arise from your use of such services.

IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION V(M) OF THIS AGREEMENT UNLESS YOU OPT-OUT.

I. Dave Goals Account Disclosures

Minimum Balance to Obtain Annual Percentage Yield (APY) - There is no minimum balance required to obtain the disclosed APY.

Rate Information - The interest rates and annual percentage yields are variable and may change at any time at our discretion. Members who accessed this account through the Dave Mobile App with a subscription fee (as shown on the Membership settings in the App) have an interest rate of 3.9223%, with an APY of 4.00%. Members who accessed this account through the Dave Mobile app without a subscription fee (as shown on the Member settings in the App) have an interest rate of 0.01% with an APY of 0.01%.

Compounding and Crediting - Interest on your account will be compounded and credited monthly and posted to your account on the 1st of each month.

Effect of Closing an Account – If your account is closed before interest is credited, you will not receive accrued interest. If the same account is reactivated later in the next month or the same month, the daily interest accrual starts afresh for that account and they never receive the forfeited interest amount.

Balance Computation Method - We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day. We use an interest accrual basis of 365 for each day in the year.

Accrual of Interest on Deposits - For all types of non-cash deposits, interest will begin to accrue no later than the next business day following the banking day on which the funds were deposited. (Here's an example - if you make a non-cash deposit on a Sunday, we will process it on Monday, and interest will begin to accrue no later than Tuesday.)

Transaction Limitations - Automated Clearing House (ACH) External Transfer transactions are subject to limits on the dollar amount of electronic transfers between your account and external accounts at other financial institutions. These limits are designed to be flexible in order to protect the security and integrity of the service and accounts, as well as you and all other users of the service. Based on confidential fraud and essential risk criteria, they may be modified at our discretion without advance notice.

Transfers from your Goals Account are limited to six per calendar month. We reserve the right to require not less than 7 days’ notice in writing before each withdrawal from an interest-bearing account other than a time deposit or demand deposit, or from any other savings account as defined by Regulation D. The law requires us to reserve this right, but it is not our general policy to use it.

We may limit, refuse or return all or any part of a deposit without prior notice to you.

Please see the section titled Electronic Fund Transfers for additional information on certain transaction limits. 

Account Limits - We reserve the right to limit the number of accounts you may open at our discretion and without advanced notice.

II. Dave Goals Account Basics

The Dave Goals Account is an interest-bearing demand deposit account used to hold your deposits and make transfers between accounts managed by Dave, or at other banks and to third parties online, through Dave’s mobile application (the “Mobile App”). Each account allows you to create up to three separate subaccounts or goals that allow you to earmark your funds. 

A. Dave Goals Account Eligibility

Goals Account is available to United States citizens or lawful permanent residents of the fifty (50) United States (“U.S.”), the District of Columbia, American Samoa, Guam, Marshall Islands, Northern Mariana Islands, Palau, and US Virgin Islands who are at least 18 years of age, have a U.S. physical address or with military addresses (APO or FPO), and have a valid Social Security Number or Tax Identification Number. Goals Account is only available to individuals for personal, family or household purposes and may not be opened by a business in any form or used for business purposes.

You must also agree to go paperless. This means that you must (1) provide us with a valid email address and (2) agree to accept electronic account disclosures. Please refer to the Electronic Signatures in Global and National Commerce Act (ESign) Policy https://www.dave.com/electronic-communications-consent for additional details.

We may decline to open a Goals Account for you for any reason, or for no reason; this includes if you have had or currently have any other relationships or accounts with either us or Dave that you did not maintain in a satisfactory manner. We are not liable for any damages or liabilities resulting from the refusal of the Goals Account relationship.

B. Titling and Ownership

Goals Account may only be owned in the name of one person who may make deposits and transfer or withdraw funds. Goals Account cannot be owned or titled as a joint account, trust account, a Uniform Transfers to Minors (UTMA) account or a Payable On Death (POD) account.

C. How To Open a Goals Account

You may apply for Goals Account by submitting a request through the Mobile App and providing all requested information.

Important information about procedures for opening a new Goals 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 a Goals Account. This means that when you open a Goals Account, we will ask for your name, street address, Social Security Number or Tax Identification Number, date of birth, and other information that will allow us to identify you. We may also ask to see identifying documents, such as a driver’s license.

D. No Minimum Deposit Balance

There is no minimum deposit required to open a Goals Account and no minimum balance you need to maintain in your Goals Account.

E. Death or Incapacitation

You agree that your representative must notify us promptly if you die or become legally incapacitated. If we receive notification or if we have reason to believe that you have died or become incapacitated, we may place a hold on your Goals Account and refuse all transactions until we know and have verified the identity of your successor. Until we receive notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Goals Account. In the event we receive written notice from a personal representative, executor, administrator, conservator, or guardian purporting to represent you or your estate, we shall be entitled to rely on all information supplied and representations made in such written notice to the full extent permitted by applicable law. If certain payments originating from government entities are deposited into your Goals Account after your death, we may be required to return those payments to the originator. Your estate will be responsible for repaying us for any tax liability resulting from the 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, or any notices of death or incapacitation that we receive. If you owe us a debt at the time of your death, we are authorized to exercise our right of setoff or security interest rights against the funds credited to your Goals Account after your death.

F. Our Relationship With You

By opening a Goals Account, we are establishing a Goals 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 State of Tennessee. This Agreement and the Goals Account relationship do not create a fiduciary relationship or any other special relationship between you and us.

G. Confidentiality and Our Privacy Policy

Your privacy is very important to us. Under this Agreement, we will generally only disclose information to third parties about your Goals Account or the transactions you make:

• To verify your identity and determine if we should open a Goals Account for you using services provided to us by third parties.
• Where it is necessary for completing a transaction.
• To verify the existence and condition of your Goals Account for a third party such as a credit bureau or merchant.
• To comply with government agency or court orders.
• As disclosed in Evolve’s privacy policy.
• If you give us your written permission to share your information.

Please refer to Evolve’s Privacy Policy at https://www.dave.com/evolve-privacy for more information about our commitment to you, your privacy rights and who we share data and information with.

Services offered by Dave in any capacity other than a service provider to Evolve in connection with the Goals Account are also subject to Dave’s Privacy Policy https://www.dave.com/privacy. Please carefully review Dave’s Privacy Policy for more information about Dave’s commitment to you, your privacy rights and who Dave shares data and information with.

H. Our Business Days 

Our business days are Monday through Friday, excluding federal holidays and any days we are not open. 

I. How To Contact Us

You may contact Dave with any questions or concerns regarding your Goals Account. The best way to contact Dave is through the Mobile App’s chat feature. Dave customer service representatives are available by chat Monday - Saturday from 4:00 AM to 6:00 PM Pacific Time. You may also call us at 1-844-857-3283; live agent support is available Monday – Friday 5 AM – 9 PM Pacific Standard Time and Saturday – Sunday 5 AM – 5 PM Pacific Standard Time. You can also contact Dave by email at support@dave.com.

You may also call us at 1-844-857-3283 or write us at Evolve ℅ Dave 1265 S Cochran Ave Los Angeles, CA 90019 to (1) report unauthorized activity on your Goals Account or (2) notify us of an error involving a transaction on your Goals Account.

III. Your Dave Goals Account Responsibilities

We strive to keep your Goals Account secure and provide you with tools and services to help you manage your Goals Account. However, there are certain things you should do to protect your Goals Account and your funds

A. Notify Us If Your Information Changes

You must notify us immediately if there is a change to your name, 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 Goals Account.

B. Keep Track of Your Transactions and Available Balance

It is very important that you keep track of your transactions and the funds in your Goals Account that are available for you to use (“Available Balance”) by reviewing your transaction history through the Mobile App. Your Available Balance is viewable at any time through the Mobile App, but it is important to understand that it may not reflect transactions you have authorized that have not yet been completed. You are also responsible for reviewing your Goals 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 Section VI for information concerning errors and unauthorized activity.

C. Prohibited Use

In addition to prohibited uses outlined in this Agreement, you agree that you are prohibited from engaging in conduct that reflects behavior that we deem, in our sole discretion, to be foul language, abuse of power or in support of hate, violence, harassment, bullying, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression, serious disabilities or diseases. This is not an exhaustive list and we reserve the right to close your account if we, in our sole discretion, determine you violated any term or spirit of the Agreement.

You must not use your Goals Account for any illegal purposes or, regardless of whether it is legal or illegal, for internet gambling. We reserve the right to deny any transaction or refuse to accept any deposit that we believe, in our sole discretion, is related to illegal activity, online gambling, violates Terms of Service or the Goals Agreement, or for any other reason at our discretion. Violations may result in permanent account closure.

IV. General Rules Governing Your Dave Goals Account

You understand that any payment instruction or activity performed using the Mobile App shall be deemed authorized and valid and we are under no obligation to investigate the instruction or activity.

Transactions are subject to limits on the amount and frequency of transfers to and from your account. These limits are designed to be flexible in order to protect the security and integrity of the service and accounts, including protecting you and all other users of the service. These limitations may be based on confidential fraud and risk criteria that are essential to our management of risk and the protection of you and the integrity of the service and may be modified at our sole discretion without advance notice.

A. Making Deposits Into Goals Account

You may make deposits into your Goals Account using any of the methods described below. Special limitations may apply to Goals Account open less than thirty (30) calendar days.

We will notify you about your upcoming recurring transfer 3 days prior to the scheduled transfer date.

* You may transfer funds between your Goals Account and Dave Checking Account (which you may see referred to as your “Dave Spending Account”), or another bank account. The linked bank account must be located in the United States.

** If your recurring transfer fails, it will be automatically cancelled for all future transfers, and you will need to set up a new recurring transfer.

We do not accept deposits by wire transfer, mail, or cash, paper check or foreign currency deposits: We are not liable for wire transfers that you may attempt into your Goals Account or 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.

• Wire Transfers: We do not accept wire transfers. If you attempt a wire transfer, the transaction will be rejected.
• Cash: We do not accept deposits made in cash into your Goals Account. If you mail us a cash deposit, we may send the cash back to you.
• Paper Checks: If you mail a paper check to us, including personal checks, money orders or cashier’s checks, we may apply the check to any negative balance you may have on your Goals 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 on file 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 IV(D).

B. Our Funds Availability Policy – Your Ability to Withdraw Funds

Deposits may only be made by Electronic Fund Transfer, Automated Clearing House (“ACH”) transfers from a linked bank account, Google Pay or Apple Pay transfers, or debit card transfers.

Our policy is to make funds from your cash and check deposits available to you on the first business day after the day we receive your deposit. Electronic direct deposits will be available on the day we receive the deposit. Once the funds are available, you can withdraw them in cash and we will use them to pay checks that you have written.

For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If you make a deposit before 3:00PM Pacific 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 3:00PM Pacific Time or on a day we are not open, we will consider that the deposit was made on the next business day we are open.

Deposits made from a linked bank account will be available on the business day we received your deposit. Keep in mind that it may take several days for us to receive transfers of funds from a linked bank account. Deposits made from a Dave ExtraCash Account or Dave Checking Account will be available on the business day we receive the deposit regardless of the time of day the deposit is made.

C. Problems that Could Occur With Deposits

If a deposit or transfer to your Goals 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 Goals Account at the time, your Goals Account may become overdrawn.

D. Withdrawals From Your Goals Account

You may withdraw funds up to the amount of your Available Balance in your Goals Account By Electronic Fund Transfer using any of the following methods.

*See New Account Limitations in the Dave Checking Deposit Agreement and Disclosures

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.

E. Transfers To or From Linked Bank Accounts

You may link another bank account you have to your Goals Account in order to transfer funds between the linked bank account and your Goals Account using the Mobile App. You represent and warrant: (1) that you have the right to authorize any and all charges and debits to the linked account; (2) the linked account is held at a depository institution located in the U.S.; and (3) you are individually or jointly the owner of the linked account. By linking a bank account, you agree to indemnify and hold us harmless from any claims by any person related to the linked bank account, including any other owner of the linked bank account. You may only link a bank account that is a deposit account, such as a checking, savings or money market account. You are not permitted to link your Goals Account with a credit or gift card.

F. How We Post Transactions To Your Goals Accountant Determine Your Available Balance

To understand how we post transactions to your Goals 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 Goals Account at any given time that is available for you to use, pending any holds. Your ledger balance is the balance in your Goals Account. 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 Goals 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 Goals Account. Pending transactions affect your Available Balance, but not your ledger balance.
  1. Posting Order We receive transactions throughout the day and post them to your Goals Account in real time. First, we start with your ledger balance, subtract any holds from your balance and make any adjustments from prior transactions. Next, we add available deposits and credits to your balance. Fees are posted in real time. 
  2. 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 in the order received. You may check your Available Balance at any time through the Mobile App. 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.

G. Statements

You will receive a statement monthly as long as you have transactions on your Goals Account during the statement period. If there were no transactions on your Goals Account, we will provide you statements at least quarterly. You will not receive paper statements.

H. Overdrafts and Negative Balances

We do not permit you to overdraw your Goals Account and we do not charge you insufficient funds fees or overdraft fees. If the Available Balance in your Goal Account is not sufficient to cover any transaction you have authorized, we can refuse to process the transaction. However, there may be instances where your Goals Account can still become overdrawn if a deposit is returned.

I. Closing Your Goals Account and Account Suspensions

You can close your Goals Account at any time and for any reason by submitting a request through the Mobile App or by contacting Dave by email at support@dave.com. We reserve the right to refuse your request if you have a negative balance in your Goals Account.

We may also suspend or close your Goals Account at our discretion for any reason or no reason at all with or without notice. This includes if we believe you are using your Goals Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Dave, or if you otherwise present an undue risk to us. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Goals Account. Subject to federal law, if your Goals Account is closed, we will return your funds to you by ACH transfer to a linked bank account or by paper check. We reserve the right not to return funds to you if your account balance is one dollar ($1) or less. The closure of your Goals 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).

J. Dormancy, Inactivity and Unclaimed Property

State and federal law and our policy govern when your Goals Account is considered dormant. Your Goals Account is usually considered dormant if you have not accessed your Goals Account, communicated to us about your Goals Account or otherwise shown an interest in your Goals Account within the period of time specified under applicable law. Each state has varying laws as to when an account is subject to escheatment and we may be required to send the balance in your Goals Account to the state of your last known address. We will make all reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Goals Account to the applicable state. After we surrender the funds to the state, we have no further liability to you for those funds and you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds to the state by simply using the Mobile App to view your Goals Account, conducting transactions, contacting us about your Goals Account or replying to any abandoned property notices we may provide to you.

We may also place your Goals Account in inactive status if you have not had any transactions for at least four (4) months. If your Goals Account becomes inactive, you may not receive statements or be able to conduct certain transactions. The inactive Goals Account must be reactivated. Contact Dave by email at support@dave.com to reactivate your Goals Account.

K. Fees and Fee Schedule

You agree to pay all fees and charges applicable to your Goals Account. All fee amounts will be withdrawn from your Goals Account and will be assessed as long as there is a remaining balance in your Goals Account, except where prohibited by law. Any time your remaining balance is less than the fee amount being assessed, the balance on your Goals Account. Fees are subject to change at any time. We will provide you advance notice of any changes where required by law.

IV. Electronic Fund Transfers

Your Goals 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. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Goals Account. You may also receive additional services from Dave through the Mobile App, that allow you to initiate EFTs to and from your Goals Account that are not described in this Agreement. You will be provided separate agreements and disclosures applicable to those services from Dave.

A. Types of EFTs Supported by Your Goals Account

Your Goals Account allows the following types of EFTs:

• Transfers to or from your Goals Account to a linked bank account through the Mobile App
• Transfers to or from your Goals Account to or from your Dave Checking Account

B. Limitations on EFTs

There are limitations on the frequency and amount of transactions you can make to or from your Goals Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Goals Account, please refer to Section III(A) concerning deposits. For limits that apply to transactions that debit or withdraw from your Goals Account, please refer to Section III(D) concerning withdrawals.

For security reasons, your Goals Account may be subject to security-related limits on the number and amount of transfers you can make from a linked bank account to your Goals Account in addition to those described in Sections III(A) and III(D). These security-related limits may change from time to time. We will provide notice to you of such changes when required by applicable law.

C. Your Right to Receive Information and Documentation of Your Transactions

We will provide you information about each transaction that debits or credits your Goals Account on your statements. You may also view your transaction history at any time through the Mobile App.

D. Our Liability for a Failure To Complete A Transaction

If we do not complete a transfer to or from your Goal Account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

• If the Available Balance in your Goals Account is not sufficient to complete the transaction through no fault of ours.
• If the failure is due to an equipment or system breakdown that you knew about before you began a transaction.
• If a third party’s mobile application or other system, such as Apple Pay or Google Pay, breaks down or does not work properly.
• 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 Dave has reason to believe the transaction is unauthorized or illegal.
• Your Goals Account is closed or inactive.

There may be additional exceptions stated in our agreements with you or permitted by law.

E. Your Liability for Unauthorized EFTs

Tell us AT ONCE if you believe your Mobile App credentials or mobile phone has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using information from your check. Telephoning us at 1-844-857-3283  is the best way of keeping your possible losses down. You could lose all the money in your account (plus your maximum overdraft line of credit). If you tell us within 2 business days after you learn of the loss or theft of your Mobile App credentials or mobile phone, you can lose no more than $50 if someone used your Mobile App credentials or mobile phone without your permission.

If you do NOT tell us within 2 business days after you learn of the loss or theft of your Mobile App credentials or mobile phone, and we can prove we could have stopped someone from using your Mobile App credentials or mobile phone without your permission if you had told us, you could lose as much as $500.

Also, if your statement shows transfers that you did not make, including those made by card, code or other means, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.

F. In Case of Errors or Questions About Your EFTs

Contact us at 1-844-857-3283 write us at Evolve ℅ Dave 1265 S Cochran Ave Los Angeles, CA 90019 as soon as you can if you think your statement is wrong or if you need more information about a transfer listed on a statement. We must hear from you no later than sixty (60) days after we sent the FIRST statement on which the problem or error appeared. You must provide us with the following information:

• Your name.
• Describe the error or the EFT you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
• Tell us 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. 

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation.

You may ask for copies of the documents that we used in our investigation.

V. Other Legal Terms and Conditions

A. No Assignments Goals Account

Your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We or Dave may transfer our rights under this Agreement.

B. Deposit Account Ownership

You hereby agree to appoint Dave as your authorized agent with respect to managing, administering, and maintaining your funds, including but not limited to facilitating deposits, withdrawals, and funds transfers as instructed by you or in accordance with your agreements with Dave.

You acknowledge and agree that your funds may be held on a pooled basis. For the avoidance of doubt, all such funds are your property, and not that of Dave. Dave holds no ownership interest in the funds deposited in your Goals Account

C. Insurance Coverage

The FDIC insures deposits according to the ownership category in which the funds are insured. Not all accounts may be insured. Unless otherwise stated by us or the FDIC, the Goals Account is insured by the FDIC up to the standard maximum deposit insurance amount per depositor, per FDIC-insured bank, and per ownership category (the “Standard Insurance Amount” or “SIA”). For purposes of determining the SIA applicable to your Goals Account at Bank, you need to consider all accounts that you also hold at the Bank. To determine SIA applicable to your Goals Account maintained at Bank and for any other FDIC insurance requirements that may apply, please visit the FDIC’s website at www.fdic.gov/deposit/deposits or call the FDIC directly at 1-877-ASKFDIC (1-877-275-3342). You can also use the FDIC’s Electronic Deposit Insurance Estimator (EDIE) at www.fdic.gov/edie.

D. Legal Processes and Claims Against you or Your Goals Account.

If we receive a levy, attachment, execution, garnishment, tax withholding order, restraining order, subpoena, warrant, injunction, government agency request for information, search warrant, forfeiture or other similar order (“Legal Process”) against you, any party to your Goals Account, or against your Goals Account, we may refuse to permit withdrawals or transfers from your Goals 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 Goals Account.   The fees and expenses may include attorneys’ fees.  We may deduct these fees and expenses from your Goals Account or any account you have with us without prior notice to you.  Subject to any law or government authority prohibiting such disclosure, we may, but are not required to send notice to you of the Legal Process.

E. 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 Goals 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 Goals 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 Goals 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 Goals Account for our losses without prior notice to you.

F. 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 BANK. 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 BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE DAMAGES OR DAMAGES OF ANY KIND 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, WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF THE SERVICE PROVIDER PLATFORM OR SERVICES ANY OTHER PRODUCTS PROVIDED TO YOU BY SERVICE PROVIDER. 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. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM YOU HAVE AGAINST US IN CONNECTION WITH ANY ACCOUNT OR TRANSACTION WITH US, WHETHER BROUGHT AS A WARRANTY, NEGLIGENCE, WRONGFUL DISHONOR OR OTHER ACTION, IS SUBJECT TO REDUCTION TO THE EXTENT THAT: 1) NEGLIGENCE OR FAILURE TO USE REASONABLE CARE ON YOUR PART, OR ON THE PART OF ANY OF YOUR AGENTS OR REPRESENTATIVES, CONTRIBUTED TO THE LOSS WHICH IS THE BASIS OF YOUR CLAIM AND 2) DAMAGES COULD NOT BE AVOIDED BY OUR USE OF ORDINARY CARE.

SUBJECT TO APPLICABLE LAW, ANY LOSS RECOVERY YOU OBTAIN FROM THIRD PARTIES ON A PARTICULAR CLAIM WILL REDUCE THE AMOUNT OF ANY OBLIGATIONS WE MAY HAVE TO YOU ON THAT CLAIM AND YOU WILL IMMEDIATELY NOTIFY US OF ANY SUCH RECOVERY.  YOU AGREE TO PURSUE ALL RIGHTS YOU MAY HAVE UNDER ANY INSURANCE POLICY YOU MAINTAIN IN CONNECTION WITH ANY LOSS AND TO PROVIDE US INFORMATION REGARDING COVERAGE.  SUBJECT TO APPLICABLE LAW, OUR LIABILITY WILL BE REDUCED BY THE AMOUNT OF ANY INSURANCE PROCEEDS YOU RECEIVE OR ARE ENTITLED TO RECEIVE IN CONNECTION WITH THE LOSS.  IF WE REIMBURSE YOU FOR A LOSS COVERED BY INSURANCE, YOU AGREE TO ASSIGN US YOUR RIGHTS UNDER THE INSURANCE TO THE EXTENT OF YOUR REIMBURSEMENT.

G. Changes in Terms and Additional Services

We may change this Agreement, or any fees and features of your Goals Account, at any time by posting an amended Agreement on Dave’s website, Dave.com, or by otherwise providing you a copy with the amended Agreement, 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 Goals Account we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.

H. Indemnification

To the greatest extent permitted by law, 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 from 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: (i) taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (ii) any action or omission by you; (iii) the matters set forth herein; or (iv) our action or inaction in reliance upon oral, written or electronic instructions or information from you.

I. No Waiver of Rights

We may waive, delay 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.

J. Severability

In the event that 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.

K. Governing Law, Forum and Time Limits

The Goals Account is opened at the Tennessee branch office of Evolve. All actions relating to your Goals Account and this Agreement will be governed by the laws and regulations of the United States and the State of Tennessee, 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 Shelby County, Tennessee 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 one (1) year after the claim arises unless federal or Tennessee law, or another agreement you have with us, provides for a shorter time. If federal or Tennessee law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.

L. Survival

Termination of this Agreement shall not impact any right or obligation arising prior to termination, and in any event, the parties agree that any right or obligation which, by its nature, should survive termination of this Agreement will survive any such termination.

M. Arbitration and Waivers

THIS ARBITRATION AND WAIVERS SECTION (“ARBITRATION PROVISION”) WILL HAVE A SUBSTANTIAL IMPACT ON HOW LEGAL DISPUTES BETWEEN YOU AND US ARE RESOLVED. PLEASE READ THIS ARBITRATION AND WAIVERS SECTION CAREFULLY. For a dispute subject to arbitration, neither you nor we will have the right to: (1) have a court or a jury decide the dispute; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action in court or in class arbitration; or (4) join or consolidate a claim with claims of any other persons. Arbitration procedures are simpler and more limited than rules applicable in court.

1. Definitions Applicable to This Arbitration Provision

If you have a dispute with us or Dave, and we are not able to resolve the dispute informally, you and we agree that upon demand by either you or us, the dispute will be resolved through the arbitration process as set forth in this section, unless you opt out as provided below. A “claim” or “dispute”, as used in this Arbitration Provision, is any unresolved disagreement between you, us and/or Dave, arising from or relating in any way to the Account, Card or this Agreement. The terms “claim” and “dispute” are to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any disagreement relating in any way to your Account or Card, or any additional account, joint accountholder, additional Cards or cardholders; services offered in connection with any your Account, Card or any other services offered pursuant to this Agreement; to your use of any of our banking products or services; to any means you may use to access your Account(s); to any advertisements, promotions or oral or written statements related to your Account or Card; to the benefits and services related to any Account or Card; or your approval, establishment or enrollment for any Account or Card. Claims also include any disagreements about the meaning, application or enforceability of this Arbitration Provision. As solely used in this Arbitration Provision, “we” or “us” shall include Evolve, its affiliates and their successors, employees, directors, officers and agents. In addition, “we” or “us” shall include Dave, any third party, their respective subsidiaries, affiliates, licensees, predecessors, successors, and assigns using or providing any product, service or benefit in connection with this Agreement or your Account or Card if, and only if, such third party is named as a co-party with us (or files a claim with or against us) in connection with a claim asserted by you. The terms “you” or “yours” shall mean each Account owner or cardholder and all persons or entities approved to have, approved to use and/or given access to an Account. The term “Account,” for purposes of arbitration, includes any updated or substitute Account for you related to the Account or any other account contemplated by this Agreement. 

2. Binding Arbitration and Appeals

If either party elects arbitration, that claim shall be arbitrated on an individual basis. Arbitration applies whenever there is a claim between you and us. The arbitrator’s authority to resolve claims or make awards is limited to claims between you and us alone. If a third party is also involved in a claim between you and us, then the claim will be decided with respect to the third party in arbitration as well, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party. Furthermore, claims brought by you against us or by us against you may not be joined or consolidated with claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. Claims are subject to arbitration, regardless of on what theory they are based, whether they seek legal or equitable remedies, or whether they are common law or statutory (federal or state) claims. Arbitration applies to any and all such claims or disputes, whether they arose in the past, may currently exist, or may arise in the future.

Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the Federal Arbitration Act (Title 9 of the United States Code) (“FAA”). However, if the amount of the claim exceeds $25,000 or involves a request for injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $25,000, any party can, within thirty (30) days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the forum. The panel shall reconsider anew all factual and legal issues, following the same rules of procedure and decide by majority vote. Reference in this Arbitration Provision to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken.

3. Opt-Out of Arbitration Provision

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@dave.com, within 60 days of the date of your electronic acceptance of the terms of this Agreement. The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of their authority to submit the opt out notice on your behalf.

4. Initiation of Arbitration

Any claim must be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the claim is referred in effect at the time the claim is filed. Claims shall be referred to the American Arbitration Association (“AAA”). For a copy of the procedures, to file a claim or for other information about this organizations, contact them at AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.

In the event that AAA is unable to handle the dispute for any reason, then the matter shall be arbitrated instead by a neutral arbitrator selected by agreement of the parties pursuant to the AAA rules of procedure; or, if the parties cannot agree, selected by a court in accordance with the FAA. To the extent that there is any variance between the selected forum’s rules and this Arbitration Provision, this Arbitration Provision shall control.

If you initiate the arbitration, you must notify us in writing at: support@dave.com. If we initiate the arbitration, we will notify you in writing at your last known address in our file.

5. Class Action and Jury Waiver

NEITHER YOU NOR WE (I) HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, (II) SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, (III) OR HAVE THE RIGHT TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION, (IV) HAVE THE RIGHT OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, UNLESS THOSE PERSONS ARE BENEFICIARIES ON YOUR ACCOUNT; OR (V) ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF AAA, AS APPLICABLE (THE “CODE”). THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WANT TO COURT MAY NOT BE AVAILABLE IN ARBITRATION.

6. Location of Arbitration and Costs

Any arbitration shall take place in Memphis, Tennessee unless the parties agree to a different location in writing. The party initiating the arbitration (or appeal of the first arbitration award) shall pay the initial filing fee. If you file the arbitration and an award is rendered in your favor, we will reimburse you for your filing fee. All other fees and costs will be allocated in accordance with the rules of the arbitration forum. Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but the arbitrator will have the authority to award attorneys and expert witness fees and costs to the extent permitted by this Agreement, the forum’s rules, or applicable law.

7. Arbitration Procedures

This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Section shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, as set forth in here.

8. Governing Law for Arbitration

You and we agree that in our relationship arising from this Agreement: (1) the parties are participating in transactions involving interstate commerce; (2) the arbitrator shall decide any dispute regarding the enforceability of this Arbitration Provision; and (3) this Arbitration Provision and any resulting arbitration are governed by the provisions of the FAA, and, to the extent any provision of that act is inapplicable, the laws of the State of Tennessee. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.

9. Continuation and Severability of Arbitration Provision and Waivers

This Arbitration Provision shall survive termination of your Account, Card, any voluntary payment of any debt owed to us and paid in full by you, any legal proceeding by us to collect a debt owed by you, and/or any bankruptcy by you or us. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, this Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.