Premium Savings Enhanced FDIC Coverage Feature – Terms and Conditions
This Mobile Deposit Service Agreement (“Agreement”) sets forth the terms of the electronic check processing service (“Service”) offered to you by Morgan Stanley Private Bank, National Association (“Bank”) and/or Morgan Stanley Smith Barney LLC (“MSSB” or “Brokerage”). The Service enables you to make deposits to your eligible account(s) with the Bank if you are a Bank customer, and/or to your eligible account(s) with Brokerage if you are a Brokerage customer. For the purposes of this Agreement, Bank and Brokerage will be referred to as “us” and “we,” and your account with Bank or Brokerage will be referred to as your “Account.” “You” refers to the owners of the Account. Each of you is jointly and severally responsible under the terms of this Agreement for the actions of any owner or authorized signer on your Account. THIS AGREEMENT, AND YOUR USE OF THE SERVICE, IS SUBJECT TO ARBITRATION PROVISIONS FROM YOUR ACCOUNT AGREEMENTS (DEFINED BELOW). IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN BY OTHER LEGAL PROCESS. PLEASE REVIEW THE ARBITRATION PROVISIONS IN YOUR ACCOUNT AGREEMENTS (INCLUDING ANY APPLICABLE ARBITRATION OPT-OUT PROCEDURES).
This Agreement incorporates, supplements, and supersedes where inconsistent as applied to the Service, the terms of your Morgan Stanley Private Bank Deposit Account Agreement (for customers with Bank Accounts), and/or the E*TRADE from Morgan Stanley Client Agreement of Self-Directed Accounts (for customers with Brokerage Accounts) (collectively, the “Account Agreement”).
I. Introduction
In the following Terms and Conditions, the words “we,” “us,” and “our” refer to Morgan Stanley Private Bank, National Association ("MSPBNA”). The words “you,” “your,” “yours”, and “client” refer to the account owner(s) and/or authorized person(s) with respect to your Premium Savings Account (“Account”) at MSPBNA.
MSPBNA's Premium Savings Account offers an enhanced Federal Deposit Insurance Corporation ("FDIC") coverage feature (“Enhanced FDIC Coverage Feature”, or, the “Feature”) which gives MSPBNA the ability to transfer any amount held on deposit in your Premium Savings Account ("PSA Deposits") to other depository accounts at FDIC member banks (“Program Banks”) with the purpose of providing you additional FDIC insurance coverage. The Feature is designed to offer up to $500,000 in FDIC coverage (as explained below) to individual accounts and up to $1,000,000 for joint accounts. Opting out of a Program Bank may reduce your total FDIC coverage.
When transferred out of your Account, your PSA Deposits will be deposited in money market deposit accounts ("MMDAs") and demand deposit accounts ("DDAs"; MMDAs together with DDAs, "Deposit Accounts") with other Program Banks, subject to the limitations described herein. By opening an Account, you appoint MSPBNA as your authorized agent pursuant to the Terms and Conditions set forth herein. Stable Custody Group II LLC ("Stable") operates the Feature as an administrator.
The Feature offers increased FDIC protection on your PSA Deposits while allowing you to continue to process all of your transactions with a single bank relationship. From time to time, MSPBNA may notify you of the maximum amount of FDIC insurance protection available on your PSA Deposits under the Feature. Such maximum amount is capped at $500,000 for individual accounts and $1,000,000 for joint accounts, and may depend on the number of active Program Banks. The list of Program Banks may change from time to time, and for the current list see here.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ THESE TERMS AND CONDITIONS IN CONNECTION WITH YOUR PARTICIPATION IN THE PREMIUM SAVINGS ACCOUNT FEATURE. IF YOU HAVE ANY QUESTIONS, PLEASE CALL MSPBNA at 800-387-2331.
II. Summary of Terms and Conditions
This section of the Terms and Conditions is a summary of certain aspects of the Feature. It is prepared for your convenience and must be read in conjunction with the more detailed disclosure below.
Summary of the Enhanced FDIC Coverage Feature: Stable operates the Feature as part of your Account, and MSPBNA acts as your authorized agent with respect to the Feature and has engaged Stable to provide administrative and record-keeping services. MSPBNA may place an amount of your PSA Deposits with the Program Banks through an account held at an intermediary Program Bank ("Intermediary Bank"). Your PSA Deposits will then be deposited into Deposit Accounts at multiple Program Banks in a manner designed to remain within the then current Standard Maximum Deposit Insurance Amount (the "SMDIA"), which is currently set at $250,000 per FDIC account ownership category, at each Program Bank. By placing your PSA Deposits at one or more Program Banks in this manner, the Feature gives you increased FDIC insurance on your PSA Deposits of up to $500,000 for individual accounts and $1,000,000 for joint accounts. You will receive interest on your PSA Deposits at the rate established by MSPBNA.
We may add Program Banks to the Feature at any time, which may provide you with access to more FDIC insurance coverage on your PSA Deposits under the Feature. Similarly, we may remove Program Banks from the Feature at any time, which may reduce the FDIC insurance coverage available.
PSA Deposits may be held at Morgan Stanley’s two affiliated Program Banks (Morgan Stanley Private Bank, National Association and Morgan Stanley Bank, N.A) or at other unaffiliated Program Banks.
Access to Funds: You will access your PSA Deposits through your Account at MSPBNA. As explained in Section III.L, Account Statements, your account statements will list your account activity and month-end balance.
Determination of Interest Rates: Your interest rate on your PSA Deposits is set by MSPBNA. Contact MSPBNA with any questions about your rate and see MSPBNA's Rate and Fee Schedule here for additional information. See Section III.J, Interest.
Fees: Stable earns fees based on the amount of your PSA Deposits placed at Program Banks under the Feature. MSPBNA may also earn fees for its services with respect to the Feature. See Section III.K, Fees.
Risks of the Enhanced FDIC Coverage Feature: During the business day when your PSA Deposits are transferred, your PSA Deposits may be held for a limited amount of time intraday at the Intermediary Bank prior to being allocated and distributed among Program Banks. Until your PSA Deposits are allocated to and deposited into the Deposit Accounts at the Program Banks, those funds will be uninsured to the extent they exceed the then-current SMDIA. Once distributed from the Intermediary Bank and received in the Deposit Accounts at the Program Banks, your PSA Deposits will be covered by FDIC insurance. Stable has adopted procedures and controls to ensure the movement of funds in a timely manner each day and expects that your PSA Deposits will be sent by the Intermediary Bank to the Program Banks by the close of business each day. However, in the event of a failure of wire transfer systems or communication facilities or other causes beyond Stable's control, resulting in your PSA Deposits not being sent to the Program Banks in a timely manner and remaining held at the Intermediary Bank, your PSA Deposits could, to the extent they exceed the current SMDIA, be uninsured until the next business day.
Any deposits that you hold at a Program Bank outside of your PSA (whether directly or indirectly through other intermediaries, including broker-dealers) may negatively impact your FDIC insurance coverage at that particular bank. If the aggregate amount of funds that you have on deposit at a Program Bank (whether through the Feature on your Premium Savings Account or through another deposit account) exceeds the then current SMDIA, the excess funds will not be covered by FDIC deposit insurance. Neither Stable, nor MSPBNA, nor any Program Bank monitors or takes any responsibility for funds you may have at a Program Bank outside your PSA Deposits; you are solely responsible for monitoring the insurance coverage available to you at Program Banks where you maintain deposits. As such, you should review the provided list of Program Banks carefully. The list of Program Banks may change from time to time; you can monitor the list of Program Banks by checking here or by calling MSPBNA at 800-387-2331. You have the right to instruct MSPBNA not to allocate your funds to a particular Program Bank. See Sections III.D, Deposits and FDIC Insurance, and III.G, Ability to Exclude Program Banks.
In the event of the failure of a Program Bank, there may be a period during which you may not be able to access your PSA Deposits. If your PSA Deposits are placed into Deposit Accounts that are MMDAs, the return of those deposits to your Account may be delayed. Program Banks are permitted to, but rarely do, impose a delay of up to seven days on any withdrawal request from an MMDA.
III. Detailed Terms and Conditions
A. Relationship with MSPBNA and Stable
Stable is acting as MSPBNA's agent, and MSPBNA is acting as your agent in establishing and maintaining bank deposit accounts at Program Banks. When you open a Premium Savings Account, you appoint MSPBNA as your custodial agent to effect deposits to and withdrawals from accounts at the Program Banks. The allocation process administered by Stable determines into which Program Bank(s) your PSA Deposits will be deposited under the Feature. See Section III.I, Allocations to Program Banks. If, at any time, an Intermediary Bank is used to route your PSA Deposits from MSPBNA to the Program Banks, that Intermediary Bank is responsible for the movement of the funds to and from the Program Banks. All PSA Deposits under the Feature remain under the custodial care of Morgan Stanley Private Bank (or its agent), the Intermediary Bank, or the Program Banks, at all times.
B. Information about Stable
Stable is a Delaware limited liability company. Stable is not a bank, broker-dealer, or investment adviser. None of the Program Banks are an affiliate of Stable.
C. Deposits and FDIC Insurance
PSA Deposits placed at Program Banks under the Feature must be placed through MSPBNA and cannot be placed directly by you with Stable or any of the Program Banks.
Your PSA Deposits will be allocated to one or more omnibus deposit accounts maintained at the Program Banks held in the name of “Stable Custody Group II LLC” as agent in a manner to meet the requirements of FDIC pass-through deposit insurance. See Section III.I, Allocations to Program Banks.
Your PSA Deposits will be transferred into accounts at the Program Banks in a manner designed to maximize your FDIC insurance coverage up to the current SMDIA ($250,000 for individual and $500,000 for joint accounts), also subject to the limitations and terms described herein. The $250,000 limit includes your principal and accrued interest and is aggregated with all other deposits held by you directly, or indirectly through others (including broker-dealers), in the same FDIC account ownership category at the same Program Bank. FDIC deposit insurance protects you against the loss of your insured deposits at a Program Bank in the event of a failure of that Program Bank. The deposit limit may be kept to a maximum of $249,000 for individual accounts and $498,000 for joint accounts at MSPBNA, set slightly below the SMDIA to allow for accrued interest on the Account and the deposit limit of other Program Banks is kept at a maximum is $250,000 for individual and $500,000 for joint accounts.
Since MSPBNA, the Program Banks and Stable are unaware whether you have any funds on deposit at a Program Bank outside of your PSA Deposits, those funds will not be taken into account when your PSA Deposits are allocated to a particular Program Bank. Therefore, you are responsible for monitoring the list of Program Banks that hold your deposits and notifying MSPBNA to exclude any particular Program Bank from receiving your PSA Deposits. You can monitor the list of Program Banks by checking here or by calling MSPBNA at 800-387-2331.
For example, if the then current SMDIA is $250,000 and you have PSA Deposits at Program Bank A of $200,000 and you also have $60,000 in non-PSA Deposits at the same bank in the same FDIC account ownership category, only $250,000 of the aggregate $260,000 in funds at that Program Bank would be insured by FDIC insurance coverage (and $10,000 would be uninsured). To prevent this possibility, you may instruct MSPBNA to exclude Program Bank A from receiving any of your PSA Deposits.
In the event that a Program Bank holding your PSA Deposits fails, payments of principal plus unpaid and accrued interest up to the then current SMDIA per FDIC account ownership category will be made to you by the FDIC in accordance with its standard procedures. Although the FDIC normally makes these payments within a few days of taking possession of a bank as receiver, there is no specific time period during which the FDIC must make insurance payments available. Furthermore, you may be required to provide certain documentation to the FDIC before insurance payments are made. If a Program Bank fails, neither MSPBNA nor Stable is obligated to provide you with funds that you have on deposit at the Program Bank.
Your account ownership with respect to your PSA Deposits at the Program Banks will be evidenced by an entry on records maintained by Stable acting as an agent on behalf of MSPBNA for each of the Program Banks at which your PSA Deposits are held. You will not be issued any evidence of ownership of deposit accounts at Program Banks , such as a passbook or certificate.
D. FDIC Deposit Insurance for FDIC Account Ownership Category; Multi-Tiered Fiduciary Relationships
To ensure that your PSA Deposits are insured to the fullest extent possible under the Feature, you should understand how FDIC insurance applies to each FDIC account ownership category.
In general, the FDIC account ownership category include: single ownership accounts; accounts held by an agent, escrow agent, nominee, guardian, custodian, or conservator; annuity contract accounts; certain joint ownership accounts; certain revocable trust accounts; accounts of a corporation, partnership, or unincorporated association; accounts held by a depository institution as the trustee of an irrevocable trust; certain irrevocable trust accounts; certain retirement and other employee benefit plan accounts; and certain accounts held by government depositors.
The rules that govern these categories of account ownership are very detailed and very complex, and there are many nuances and exceptions. Complete information can be found at the FDIC's regulations set forth at 12 C.F.R. Part 330.
The FDIC's regulations impose special requirements for obtaining pass-through FDIC insurance coverage, up to the then current SMDIA (currently $250,000 for each FDIC account ownership category), for multiple levels of fiduciary relationships. In these situations, in order for FDIC insurance coverage to pass through to the true beneficial owners of the funds, it is necessary (i) to expressly indicate, on the records of the insured depository institution that there are multiple levels of fiduciary relationships, (ii) to disclose the existence of additional levels of fiduciary relationships in records, maintained in good faith and in the regular course of business, by parties at subsequent levels, and (iii) to disclose, at each of the level(s), the name(s) and the interest(s) of the person(s) on whose behalf the party at the level is acting. No person or entity in the chain of parties will be permitted to claim that they are acting in a fiduciary capacity for others unless the possible existence of such a relationship is revealed at some previous level in the chain. If your PSA Deposits are beneficially owned through multiple levels of fiduciary relationship, you must take steps to comply with these special requirements.
For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the FDIC's web site at www.fdic.gov.
You also may wish to utilize "EDIE The Estimator," the FDIC's electronic insurance calculation program, which is found here.
E. Withdrawals
Withdrawals of your PSA Deposits must be made through Morgan Stanley and cannot be made directly by you through Stable or any of the Program Banks. PSA Deposits withdrawn from Deposit Accounts at the Program Banks will generally not be available to you until the following business day after you make the withdrawal request. In the event that MSPBNA does not receive enough funds to cover your entire withdrawal request (if, for example, a Program Bank fails to send funds as instructed by Stable or any Intermediary Bank or Program Banks are closed due to holidays or other events), the funding of all or a portion of your withdrawal request could be further delayed.
F. Ability to Exclude Program Banks
You can view the most up-to-date list of Program Banks by checking here or by calling MSPBNA at 800-387-2331. You may exclude any Program Bank from receiving your PSA Deposits by calling MSPBNA at 800-387-2331; however you cannot opt out of all active Program Banks at any given time. Opting out of a Program Bank may reduce the total FDIC insurance coverage available for your PSA Deposits under the Feature. In the event that you wish to exclude a Program Bank in which you currently have a position in an MMDA, the ability to implement this exclusion may be temporarily limited as described in Section II, Risks of the Enhanced FDIC Coverage Feature. You can obtain publicly available financial information concerning any of the Program Banks on the Federal Financial Institutions Examination Council website, or by contacting the FDIC Public Information Center by mail at 3501 North Fairfax Drive, Room E-1005, Arlington, VA 22226, or by phone at 877-ASK-FDIC (877-275-3342). Neither MSPBNA nor Stable is responsible for any insured or uninsured portion of any deposits at any Program Bank, nor do they guarantee the financial condition or health of any Program Bank or the accuracy of any publicly available financial information concerning a Program Bank.
G. Your Responsibility to Monitor Your Deposit Options
Neither MSPBNA nor Stable has any obligation to monitor your deposit account or make recommendations about, or changes to, the Feature that might be beneficial to you. As various factors may change, such as returns on your PSA Deposits, your personal financial circumstances, and/or other factors, it may be in your financial interest to modify your deposit instructions. You may determine what options are available and the current rates and returns thereon at any time by calling MSPBNA at 800-387-2331.
H. Allocations to Program Banks
As administrator of the Feature, Stable has established an omnibus deposit account on behalf of MSPBNA and other sending institutions, administered by Stable. By opening an Account, you authorize MSPBNA to act as your agent, with respect to the Feature, including to hold your PSA Deposits at each Program Bank. The omnibus deposit account constitutes a direct obligation of the Program Bank and is neither directly nor indirectly an obligation of MSPBNA or Stable. In the event a Program Bank rejects additional deposits, withdraws entirely, or is terminated from participation, then you authorize and direct MSPBNA and Stable, as an agent of MSPBNA, to move your PSA Deposits to another Program Bank.
Each Program Bank is a separate FDIC-insured depository institution. Each Program Bank has a target level of deposits that it wishes to accept through the Feature ("Target Level"). Stable may include additional Program Banks to expand the capacity available to underlying clients of the sending institutions, including MSPBNA. Program Banks may decide to no longer participate in the Feature or may be removed by Stable for no longer satisfying requirements of eligibility to offer the Feature, e.g., no longer maintaining "well-capitalized" status as defined by the FDIC. You cannot specify an amount of PSA Deposits to be allocated to specific Program Banks, but you can specify that none of your PSA Deposits will be allocated to specific Program Banks.
Contact MSPBNA to obtain the names of the Program Banks, your account balances at each of the Program Banks as of the most recent business day, and other account information.
I. Interest
You will earn interest on your PSA Deposits at the Program Banks at rates determined by MSPBNA. The interest rate and Annual Percentage Yield ("APY") applicable to your PSA Deposits will be stated on your account statement. Contact MSPBNA with any questions about your rate or APY and see MSPBNA's Rate and Fee Schedule here for additional information. The rate you earn on your PSA Deposits may be higher or lower than the rates available to depositors making deposits with Program Banks directly, through other types of accounts at MSPBNA, or with other depository institutions in comparable accounts. You should compare the terms, rates of return, required minimum amounts, charges and other features of the Premium Savings Account with other accounts and investment alternatives. There is generally no minimum period that your PSA Deposits must remain on deposit at the Program Banks, and there is no penalty for withdrawal of your entire balance, or any part thereof, at any time.
J. Fees
Each Program Bank pays to Stable a fee for its services related to the Feature. MSPBNA also may receive a fee for its services, including fees from Program Banks. The fees may be different for different Program Banks.
K. Account Statements
You will receive a periodic account statement from MSPBNA. You will not receive a separate statement from the Program Banks. Your account statement will be provided to you periodically in accordance with MSPBNA's policies. You should retain copies of all account statements. You must notify MSPBNA immediately of any errors, discrepancies, or unauthorized transactions noted in your account statement.
L. Tax Reporting
The interest that you receive from your PSA Deposits is generally fully-subject to state and federal tax. To the extent required, each year an IRS Form 1099 will be sent to you by MSPBNA, showing the amount of interest income you have earned from your PSA Deposits. You will not receive a Form 1099 if you are not a citizen or resident of the United States.
M. Other Terms
Additional Account Terms and Conditions: Other terms and conditions apply to this account, including, but not limited to, the MSPBNA Rate and Fee Schedule and the MSPBNA Deposit Account Agreement. If the terms and conditions stated in this document conflict with those stated in either the MSPBNA Rate and Fee Schedule or the MSPBNA Deposit Account Agreement, those stated in this document supersede the other two documents.
Limits on Transfers from MMDAs: Transfers that are made as part of the Feature will not count towards the transaction limit specified in section "5. Withdrawals” of the Morgan Stanley Private Bank Deposit Account Agreement.
Inactive Accounts: MSPBNA may be required by law to turn over (escheat) funds in your Account to a state, typically your state of residence, based on account inactivity for a certain time period established by applicable state law. If funds are remitted to the state, you may file a claim with the state to recover the funds.
Transferability: PSA Deposits may not be transferred by you except by a change in ownership of the associated Account at MSPBNA. A transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law shall not be binding on Stable or the Program Banks unless and until sufficient, acceptable documentation has been received.
Termination: MSPBNA may, at its sole discretion, and without any prior notice, terminate your participation in the Feature. If you close your Account, your associated PSA Deposits in the Deposit Account(s) at Program Banks will also be withdrawn and your funds will be distributed out through your Account at MSPBNA.
Ordinary Care: Any failure by MSPBNA, Stable or any Program Bank to act or any delay by such party beyond time limits prescribed by law or permitted by these Terms and Conditions is excused if caused by your negligence, interruption of communication facilities, suspension of payments by another financial institution, war, emergency conditions or other circumstances beyond the control of such party, provided such party exercised such diligence as such circumstances would normally require. You agree that any act or omission made by MSPBNA, Stable or any Program Bank in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New York, any rule or regulation of the State of New York, the Federal Reserve or FDIC, or a federal agency having jurisdiction over such party shall constitute ordinary care.
Personal Information: You agree that MSPBNA, Stable, and the Program Banks, and their service providers will share information concerning you and your accounts in connection with providing the services contemplated by these Terms and Conditions, and may disclose information about your PSA deposit balances and transactions to any affiliate of Stable and in accordance with applicable laws and customary banking practices. You agree that MSPBNA, Stable, the Program Banks, and their service providers may obtain such information as may be necessary for legitimate business needs in connection with the operation of the Enhanced FDIC Coverage Feature. For information regarding the collection, processing and use of your personal information and your rights to limit the use and disclosure of such information, you should contact MSPBNA. Stable's privacy policy is available online at www.ReichandTang.com.
Days of Operation: The Feature will operate on all days when the Federal Reserve Bank of New York and Stable is open for business.
Tax Withholding: Stable may be required to instruct Program Banks to withhold U.S. federal income tax at the prevailing rate on all taxable payments payable to certain depositors who fail to provide their correct taxpayer identification number or to make required certifications or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Interest earned on accounts held by individuals or entities that are not citizens, residents of the United States or US persons and who qualify for the portfolio interest exception pursuant to Sections 871(h) and 1441 of the Internal Revenue Code, (except for Canadian residents), is not subject to withholding tax. Consult your tax advisor.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) IN NO EVENT SHALL MSPBNA, STABLE OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS INTERRUPTION. AND II) NEITHER MSPBNA, STABLE NOR THEIR AFFILIATES WILL BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR LIABILITY, EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD
Legal Process: MSPBNA, Stable, and the Program Banks may comply with any writ of attachment, execution, garnishment, tax, levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. Stable may notify you of such process by telephone, electronically or in writing. You agree to indemnify, defend and hold MSPBNA, Stable and the Program Banks harmless from all actions, claims, liabilities, losses, costs, attorneys' fees, and damages associated with their compliance with any process that such party believes reasonably and in good faith to be valid. You further agree that MSPBNA, Stable and the Program Banks may honor legal process that is served personally, by mail, or by facsimile transmission at any of their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your Premium Savings Account records are maintained.
N. General
Amendment: MSPBNA may modify these Terms and Conditions at any time, upon notice to you.
Delegation: Stable may utilize one or more affiliates under common control with Stable to perform administrative or recordkeeping services provided to MSPBNA.
Waiver: Any provision of these Terms and Conditions may be waived if, but only if, such waiver is in writing and is signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
Severability: If any term, provision, covenant or restriction of these Terms and Conditions is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Entire Agreement: These Terms and Conditions and any other documents provided by MSPBNA to you in connection with the Enhanced FDIC Coverage Feature constitute the entire agreement between MSPBNA and you, and supersede all prior and contemporaneous agreements and understandings, both oral and written, between MSPBNA and you with respect to the subject matter hereof. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, MSPBNA AND STABLE MAKES NO REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMITY TO ANY DESCRIPTION OR REPRESENTATION, NON-INTERFERENCE OR NON-INFRINGEMENT.
Binding Effect: These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, successors, legal representatives, and assigns. Nothing in these Terms and Conditions, expressed or implied, is intended to confer on any person other than the parties hereto, and their respective permitted heirs, successors, legal representatives and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms and Conditions; provided that Stable shall be a third party beneficiary hereof.
Governing Law: These Terms and Conditions are to be construed in accordance with and governed by the internal laws of the State of New York and the United States of America without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction to the rights and duties of the parties. Unless otherwise provided herein, MSPBNA and Stable may comply with applicable clearinghouse, Federal Reserve and correspondent bank rules in processing transactions for your PSA Deposits. You agree that MSPBNA and Stable are not required to notify you of a change in those rules, except to the extent required by applicable law.
Disputes: Except to the extent otherwise provided by the MSPBNA Account Agreement, including the arbitration provision contained therein, or applicable law, any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the courts of the State of New York in the City of New York, or in the United States District Court for the Southern District of New York, and you, MSPBNA, and Stable hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS.
Interpretative Provisions: The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of these Terms and Conditions as if set forth in full herein. Any singular term in these Terms and Conditions shall be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in these Terms and Conditions, they shall be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. References to any document provided by MSPBNA to you or to any agreement or contract are to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof or thereof. In any construction of the terms of these Terms and Conditions, the same shall not be construed against either party on the basis of that party being the drafter of such terms.
IV. List of Program Banks:
For the list of current Program Banks, click here or call MSPBNA at 800-387-2331
Version: 02/09/2024