These Terms of Use (these “Terms”) govern your access to and use of any website or mobile application (the “Platform”) and the services offered by or through Crescent Financial Inc. (“Crescent”) (including those made available by our third party partners). The words “you,” “your,” “yours,” used in these Terms means the entity on behalf of which the individual authorized to do so agrees to these Terms.
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND CRESCENT. PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. YOU MUST AGREE TO THESE TERMS TO RECEIVE ACCESS TO AND PARTICIPATE IN OUR SERVICES. BY CLICKING ON A BOX OR ICON WHICH PROVIDES THAT YOU AGREE TO THESE TERMS, YOU AGREE TO THESE TERMS AS OF THE FIRST DATE OF ANY SUCH ACTION. IF YOU DO NOT FULLY UNDERSTAND, ACCEPT AND AGREE WITH THESE TERMS, DO NOT CLICK ON A BOX OR ICON WHICH PROVIDES THAT YOU AGREE TO THESE TERMS AND DO NOT ACCESS OR OTHERWISE PARTICIPATE IN OR USE THE SERVICES.
NOTICE OF MANDATORY ARBITRATION AND CLASS ACTION AND JURY TRIAL WAIVER PROVISION. These Terms contains a mandatory (binding) arbitration provision and class action and jury trial waiver clauses. Except for certain types of disputes described in Section 10 or where prohibited by applicable law, you agree that disputes between you and Crescent regarding the Services (defined below), your use of the Platform, any account with us, or any transactions made pursuant to these Terms will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. You have the right to reject this arbitration provision. For more details, see Section 10.
Crescent provides certain visitors to the Platform with access to products and services (collectively, the “Services”) provided by third parties, including certain financial institutions (“Banks”) offering financial products and services as well as certain brokerage firms (collectively with Banks, the “Third Party Partners”) offering certain brokerage products and services. You acknowledge that Crescent is a financial technology company and not a bank, financial institution, brokerage firm or financial advisory service. Crescent, and the Services, are not and should not be viewed as legal, financial, investment, or tax advice. Any banking services offered through our Services are provided through our partner Banks, financial institutions and other third-party service providers. Any funds that you deposit through the Services are deposited directly with the applicable partner Bank and held in an account at that Bank for you. Additional banking terms are set forth below, under the section titled “Relationship with Partner Banks.” Information obtained through the Platform or the Services may not be appropriate for your unique financial situation. Before making any financial decisions, you should consider obtaining advice from your accountant and financial advisor.
The Platform is intended for companies located within the United States. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited. We reserve the right to reject participation in the Services for any reason, in our sole and absolute discretion.
To help the government fight the funding of terrorism and money laundering activities, federal law requires us to obtain, verify, and record information that identifies each person that participates in the Services. Accordingly, in order to participate in the Services, your identity must first be verified and you will be required to provide us with acceptable forms of identification. In certain circumstances, we may also ask for information pertaining to the sources of your funds. You hereby grant Crescent an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the personal information you provide when opening an account and to provide that same information our Third Party Partners as necessary to provide the Services. We also may obtain identifying information from third parties in order to verify your identity, or to prevent fraud. You hereby authorize us, or a third-party service provider that we designate, to take any measures that we consider necessary to confirm the identifying information you provide, verify and authenticate your identifying information, and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in registering your account on the Platform, and that you may not be authorized to access or use the Platform until your registration has been successfully completed. Moreover, we will monitor your use of the Services, and review your identifying information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional identifying information as a condition to your continued access to and use of the Services. During such time, your access to and use of the Services and the Platform may be temporarily restricted. You represent and warrant that all information provided to us in connection with the Services or otherwise is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.
When you register for an account on the Platform, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@crescent.app.
Your participation in the Services is not deemed to be immediately effective, and we have no responsibility to you unless and until you have received written confirmation (which may be electronic) from us that your participation in the Services has been approved. We are not obligated to accept your request to participate in the Services and we reserve the right to exclude any person from participating in the Services in our sole and absolute discretion.
Certain features of the Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
Crescent reserves the right to determine pricing and fees for its Platform, Services and its features which may also include its third party service providers, including our applicable partner Bank. Crescent will make reasonable efforts to keep pricing and fee-related information published on the Platform up to date. We encourage you to check our pricing page periodically for current pricing and fee-related information. You understand and acknowledge that Crescent may change the pricing and fees for any Services, including additional fees or charges, if Crescent gives you advance notice of changes before they apply. Crescent, in its sole discretion, may make promotional offers with different features and different pricing to other Crescent users. These promotional offers, unless made to you, will not apply to your offer or these Terms.
If applicable, you authorize Crescent to charge all sums or collect all fees for the transactions that you make on the Platform as described in these Terms or published by Crescent, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Crescent may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Crescent may suspend or terminate access to the Platform, or any of the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent account will be charged with fees and/or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your access to the Platform has been suspended or terminated for any reason, access to your funds is likely to be delayed.
Crescent may provide tools through the Platform that enable you to export information to third-party services or allow you to interact with our third party service and product providers, including our partner Banks, Third Coast Bank, SSB and FirstBank. By using these tools, you hereby authorize Crescent to transfer that information to the applicable third-party service. Third-party services are not under Crescent’s control, and, to the fullest extent permitted by law, Crescent is not responsible for any third-party service’s use of your exported information. The Platform may also contain links to third-party websites. Linked websites are not under Crescent’s control, and Crescent is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, Crescent will have no control over the information that has been shared.
The Platform may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Platform is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
Crescent is not an investment adviser; however, Crescent has partnered with Helium Advisors LLC (“Helium”), an SEC-registered investment adviser, to bring you certain investing features through the Platform. All investment advisory services or products offered through the Platform are provided by Helium. By participating in the Services, you acknowledge that Crescent is not affiliated with Helium but does receive compensation as a percentage of certain assets managed by Helium for promoting Helium’s investment advisory services. For more information about how our relationship with Helium may impact our ability to provide you with unbiased and objective information about the services of Helium, see “Disclaimers; No Warranties” in Section 11 of these Terms.
In connection with the Services, Crescent will have limited access to your account as further described below such that Crescent can send instructions on your behalf to Helium pertaining to transfers to and from your account in connection with your activities on the Platform.
You hereby authorize Crescent and its agents, to, among other things: (i) access and view the balances and all other transaction information (including transaction history) relating to your account for the purpose of reconciliation and computation of amounts due to or from you arising from certain transactions that you initiate using the Platform; (ii) instruct Helium to affect a transfer of funds to or from your account; (iii) instruct Helium to affect credits and debits of your account balance in relation to certain transactions which have been executed on the Platform or for fees and charges arising from transactions conducted through the Platform; (iv) use any of your data or information obtained through Helium for purposes of effecting certain transactions using the Platform or otherwise; and (v) share any of your data or information with Helium for the purpose of operating and maintaining your account.
In addition, you hereby authorize Crescent and its agents to freeze further credits or debits to or from your account due to your violation of these Terms or applicable law, or if we suspect, in our sole and absolute discretion, fraud, money laundering, terrorism financing, or if there are violations of the anti-money laundering or countering the financing of terrorism policies and procedures set forth herein.
Crescent is not a Bank; however, Crescent has partnered with partner Banks, including Third Coast Bank, SSB (“TCB”) and FirstBank to bring you certain banking features through the Platform. When you open an account with Crescent and you select a deposit account product, you understand and agree that a deposit account with be opened at the applicable partner Bank used by Crescent from time to time. You understand and acknowledge that you may deposit funds to a deposit account at the applicable partner Bank through the Platform by methods allowed by the applicable partner Bank and that any funds you deposit are not held by Crescent but are deposited directly to the applicable Bank and are held in an account at that partner Bank for you. You also acknowledge that you have reviewed and hereby agree to the separate account and services terms with the applicable Bank as set forth below. Each partner Bank is a third-party beneficiary to these Terms for solely purposes of enforcing their respective account and service terms listed below. The applicable terms for our current partner Banks and the respective deposit account types are linked below.
The maximum amount of Federal Deposit Insurance Corporation (“FDIC”) insurance coverage for funds on deposit in your account at the applicable Partner Bank is the then-current standard maximum deposit insurance amount, which is currently $250,000, per legal category of account ownership at such applicable partner Bank (“SMDIA”). Your balances at an applicable partner Bank may exceed the SMDIA and you are solely responsible for making any necessary arrangements to protect your excess balances consistent with applicable law. If you hold any funds at an applicable partner Bank outside of the Platform (including any other balances you may hold at a partner Bank directly or indirectly through other intermediaries, including broker-dealers), when combined with your deposits held at partner Banks through the Platform, the total amount of your deposits at such partner Bank could exceed the SMDIA for an ownership capacity or category, and those excess funds will not be FDIC insured. For additional information regarding FDIC deposit insurance, please visit www.FDIC.gov/resources/deposit-insurance/.
If you obtain a product from a partner Bank that pays interest on your funds, information regarding the interest rates on your account type can be found here: Crescent Rate Sheets.
If you require customer service support regarding a product on the Platform provided through a partner Bank, please contact us by email at support@crescent.app or by phone at (628) 228-6442.
The terms and provisions in this Section 6(a) apply where TCB is the applicable partner Bank.
When you open an account with Crescent and you select a deposit account product, you understand and acknowledge that a deposit account will be opened at TCB (a “TCB Deposit Account”), and you agree to TCB’s separate terms and agreements available here: TCB Business Deposit Account Agreement and Privacy Notice (collectively, the “TCB Bank Account Agreements”). You further agree that TCB is a third-party beneficiary of these Terms solely for purposes of enforcing its respective account service and program terms.
YOU SHOULD REVIEW THE TCB BANK ACCOUNT AGREEMENTS CAREFULLY AS THEY CONTAIN MATERIAL LEGAL AND RISK STATEMENTS REGARDING THE TCB DEPOSIT ACCOUNT.
You understand and acknowledge that you may deposit funds into and withdraw funds from such account at TCB by methods allowed by TCB, the TCB Bank Account Agreements, and the Platform. Any funds you deposit into such account are not held by Crescent but are deposited directly to TCB and are held in an account at TCB for you.
If you obtain a product from TCB that pays interest on your funds, information regarding the interest rates on your account type can be found here: Crescent Rate Sheets.
If you wish to obtain higher levels of FDIC insurance coverage on your funds placed in the deposit account at TCB through the Platform, you can opt-in to participate in the TCB Deposit Placement Service Account. Under this TCB Deposit Placement Service Account option, your funds are placed into the TCB Deposit Placement Program and transferred from your deposit account at TCB to accounts at one or more other FDIC-insured or National Credit Union Share Insurance Fund (“NCUSIF”)-insured credit unions, in order to provide expanded levels of FDIC or NCUSIF insurance coverage on your funds. By opting-in to participate in the TCB Deposit Placement Service Account, you are understand and acknowledge that you have reviewed and hereby agree to the separate account and TCB Deposit Placement Program Customer Terms and Conditions with TCB as set forth below in this Section 6(a).
The TCB Deposit Placement Service Account is subject to TCB Business Deposit Account terms set forth above, and is also subject to the TCB Deposit Placement Program (“TCB Deposit Placement Program”) Customer Terms and Conditions (“TCB Deposit Placement Program Terms”). You cannot opt-in to the TCB Deposit Placement Service Account if you operate a business relating to crypto-assets or cryptocurrency, which includes operating a cryptocurrency exchange or hosting a cryptocurrency wallet. You hereby represent and warrant that you do not and will not at any time during the period your funds are held in the TCB Deposit Placement Program operate a business relating to crypto-assets or cryptocurrency.
YOU SHOULD REVIEW THE TCB DEPOSIT PLACEMENT PROGRAM TERMS CAREFULLY AS THEY CONTAIN MATERIAL LEGAL AND RISK STATEMENTS REGARDING THE TCB DEPOSIT PLACEMENT PROGRAM AND YOUR PARTICIPATION THEREIN.
Crescent partners with TCB to make the TCB Deposit Placement Program available to you through the Platform. The TCB Deposit Placement Program is offered to you by Crescent and TCB and is administered by a third party service provider (“Administrator”). TCB is a participating institution in the TCB Deposit Placement Program. The Administrator provides administrative and recordkeeping services to Crescent and TCB with respect to the TCB Deposit Placement Program, and acts as TCB’s agent with respect to the TCB Deposit Placement Program. The Administrator’s services are provided to Crescent and TCB under, and subject to, written agreements entered into with Crescent and TCB, and no representations or warranties, express or implied, are provided by the Administrator or any of its affiliates, except as expressly set forth in those written agreements. Limits apply and customer eligibility criteria may apply.
By participating in the TCB Deposit Placement Program, you appoint TCB as your agent for purposes of the TCB Deposit Placement Program, including to establish and maintain accounts at TCB Deposit Placement Program Receiving Institutions (as defined below) and to transfer all or any of the funds in your account at TCB to deposits account at one or more insured depository institutions at which deposits are insured by the FDIC up to the SMDIA limit (a “Bank Receiving Institution”), or a share account at a credit union at which share accounts are insured by the NCUSIF (administered by the National Credit Union Administration (“NCUA”)) up to the NCUSIF insurance limit of, currently, $250,000 (a “Credit Union Receiving Institution” and together with a Bank Participating Institution, a “TCB Deposit Placement Program Receiving Institution”). A share account, which is offered by credit unions, is similar to a deposit account, which is offered by insured depository institutions; however, there are important differences between share accounts and deposit accounts, some of which are described in these Terms and in the TCB Deposit Placement TCB Deposit Placement Program Terms.
There are important differences between FDIC deposit insurance and NCUA share insurance. Unlike the FDIC, which insures accrued interest on deposits within applicable limits, the NCUA is not required to insure accrued dividends unless they have been posted to a share account. You should assume that such accrued dividends will not be insured by the NCUA. Please refer to the separate TCB Deposit Placement TCB Deposit Placement Program Terms for more information about these differences.
Although funds are placed at TCB Deposit Placement Program Receiving Institutions in amounts that do not exceed the FDIC standard maximum deposit insurance amount (“SMDIA”), or the maximum NCUSIF limit, your balances at TCB may exceed the SMDIA or the maximum NCUSIF limit (e.g., before TCB Deposit Placement Program settlement for a deposit or after TCB Deposit Placement Program settlement for a withdrawal). As stated in the TCB Deposit Placement Program Terms, you are responsible for making any necessary arrangements to protect such balances consistent with applicable law. If you hold any funds at a TCB Deposit Placement Program Receiving Institution outside the TCB Deposit Placement Program Receiving Institution (including any other balances you may hold at that TCB Deposit Placement Program Receiving Institution directly or indirectly through other intermediaries, including broker-dealers), the total amount of your deposits at that TCB Deposit Placement Program Receiving Institution could exceed the SMDIA or the maximum NCUSIF limit for an ownership capacity or category, and those excess funds will not be FDIC or NCUSIF insured. Under the TCB Deposit Placement Program, TCB (as a participating institution in the TCB Deposit Placement Program) or you can opt-out of placing funds at a particular bank or credit union.
If you are otherwise subject to restrictions or requirements on placement of your funds, you are solely responsible for determining whether your use of the TCB Deposit Placement Program satisfies those restrictions or requirements. You may opt-out of placing funds at a particular bank or credit union by selecting the “Opt-Out” option next to a particular TCB Deposit Placement Program Receiving Institution’s name through the Platform.
FDIC Disclosure: Click here for a list of the banks and savings associations with which Crescent and TCB have a direct or indirect business relationship for the placement of deposits under the TCB Deposit Placement Program, and into which you may place deposits (subject to these Terms and the TCB Deposit Placement Program Terms and any opt-outs by you).
FDIC insurance coverage and NCUSIF insurance coverage is only available to protect a depositor against the failure of a participating FDIC or NCUSIF insured TCB Deposit Placement Program Receiving Institution that holds the depositor’s or member’s funds (and not to protect against the failure of any other party, including Crescent or the Administrator of the TCB Deposit Placement Program). The TCB Deposit Placement Program is primarily designed to provide administrative convenience for participating institutions, such as TCB, to offer expanded insurance on customer funds, and is not designed to provide customers with investment enhancements, higher rates of returns or profits on their funds. As previously stated, Crescent partners with TCB to make the TCB Deposit Placement Program available to you. You acknowledge and agree that upon termination of the relationship between Crescent, TCB and the Administrator of the TCB Deposit Placement Program, your funds will be withdrawn from the TCB Deposit Placement Program and will be returned to your TCB Deposit Account. Your deposits will no longer be FDIC insured at TCB Deposit Placement Program Receiving Institutions and your deposits will only be insured up to the SMDIA limits at TCB.
You agree and acknowledge that Crescent is acting as your agent with respect to the TCB Deposit Placement Program, including (i) transmitting your agreement to the TCB Deposit Placement Program Terms to TCB; (ii) transmitting any deposit or withdrawal instructions to TCB regarding placement of your deposits into the TCB Deposit Placement Program or withdrawal of your deposits from the TCB Deposit Placement Program, and, in turn, for TCB to transmit those instructions to the Administrator and to transmit those funds to the TCB Deposit Placement Program Receiving Institutions.
The terms and provisions in this Section 6(b) apply where FirstBank, a Tennessee corporation (“FirstBank”) is the applicable partner Bank.
When you open an account with Crescent and you select a deposit account product, you understand and acknowledge that a deposit account will be opened at FirstBank (a “FirstBank Deposit Account”), and you agree to FirstBank’s separate terms and agreements available here: FirstBank’s Customer Agreement and Privacy Policy (collectively, the “FirstBank Account Agreements”). You further agree that FirstBank is a third-party beneficiary of these Terms solely for purposes of enforcing its respective account service and program terms.
YOU SHOULD REVIEW THE FIRSTBANK ACCOUNT AGREEMENTS CAREFULLY AS THEY CONTAIN MATERIAL LEGAL AND RISK STATEMENTS REGARDING THE FIRSTBANK DEPOSIT ACCOUNT.
You understand and acknowledge that you may deposit funds into and withdraw funds from such account at FirstBank by methods allowed by FirstBank, the FirstBank Account Agreements, and the Platform. Any funds you deposit into such account are not held by Crescent but are deposited directly to FirstBank and are held in an account at FirstBank for you.
If you obtain a product from FirstBank that pays interest on your funds, information regarding the interest rates on your account type can be found here: Crescent Rate Sheets.
By opening a FirstBank Deposit Account and if you choose to receive banking services provided by FirstBank, you deposit your funds into a deposit account at FirstBank, which sweeps those funds into deposit accounts across a network of FDIC-insured banks, for up to the current SMDIA of $250,000 per eligible depositor, per destination institution, for each ownership capacity or category, subject to applicable terms and conditions, including FirstBank’s Deposit Placement Agreement. FirstBank uses a third-party vendor and agent to help administer this sweep process. The current limit for access to FDIC insurance on your funds through your FirstBank Deposit Account is $125 million, subject to change at any time by FirstBank.
FDIC Disclosure: Click here for a list of the banks and savings associations with which Crescent and FirstBank has a direct or indirect business relationship for the placement of deposits under the FirstBank Deposit Account, and into which you may place deposits (subject to these Terms and FirstBank’s Customer Agreement and any opt-outs by you).
Unless otherwise specified in these Terms, all information and screens appearing on the Platform are the sole property of Crescent or our subsidiaries and affiliates, and other parties. We provide content through the Platform that is copyrighted and/or trademarked work of Crescent or our third-party licensors and suppliers (collectively, the “Materials”). Materials may include documents, services, software, site design, text, graphics, logos, video, images, icons, and other content, as well as the arrangement thereof. Except as expressly authorized by Crescent, you may not make use of the Materials. There are no implied licenses in these Terms and Crescent reserves all rights to the Materials not granted expressly in these Terms.
Subject to your complete and ongoing compliance with these Terms, Crescent grants you, solely for your internal business use (and not for any commercialization of the Services by you), a limited, personal, non-exclusive and non-transferable license to use, view, print, display and download the Materials for the sole purpose of viewing them on a stand-alone personal computer or mobile device and to use the Platform. Except for the foregoing license and as otherwise required or limited by applicable law, you have no other rights in the Platform, or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit Platform or Materials in any manner or for any purpose that would constitute infringement of our, our licensors’ intellectual property rights. All rights not expressly granted herein are reserved. If you breach any of these Terms (including, for the avoidance of doubt, any of the Banking Account Agreements), the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.
By forwarding any content or communications to us through the Platform or by other electronic means, you thereby grant us a perpetual, royalty-free, world-wide, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, redistribute, and display such content and communications in any form for the purposes of providing the Services and any purpose tangentially related to the Services. No compensation will be paid to you with respect to our or our sublicensees’ use of your communications. By providing or submitting content, you represent and warrant that you own or otherwise control all of the rights to your submitted content and communications as described in this section including, without limitation, all the rights necessary for you to submit the content and communications and grant the license above.
These Terms and the relationship created hereby does not create a fiduciary relationship between you and Crescent. You agree to indemnify Crescent and hold Crescent harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by it in rendering services hereunder or in connection with any breach of the terms of these Terms, except such loss or liability which results from Crescent’s willful misconduct. We may use agents as we deem appropriate to carry out our duties under these Terms. Our sole liability for the acts or omissions of any agent shall be limited to liability arising from our failure to use reasonable care in the selection of such agent.
You acknowledge that in the event that your participation in the Services generates income, we may be required to withhold tax or may claim such tax from you as is appropriate in accordance with applicable law. You understand that we are not tax advisors and you should consult an accountant or lawyer for such tax and/or legal advice. Notwithstanding anything to the contrary, Crescent shall not be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, even if you have been apprised of the likelihood of such damages occurring.
Additional provisions regarding indemnification regarding our partner bank and other third-party partners and service providers are set forth in the third-party terms, including the Banking Account Agreements, which have been provided to you.
You represent and warrant that: (a) you are a legally organized, validly existing business entity in good standing; (b) the individual acting on your behalf as an authorized signatory, has been duly authorized to act on your behalf with respect to the Account(s) and all services available; and (c) these Terms constitutes a legal, valid, and binding obligation enforceable against you.
In addition, you represent and warrant that: (a) you are in compliance with our Terms and Conditions; (b) you have made your own determination as to (and you acknowledge that we are making no representation or warranty as to) the tax and accounting treatment of each of the Services that you decide to participate in; (c) all accounts and each transaction effected by you through the Platform is maintained primarily for business purposes, and NOT for personal, family, or household purposes; and (d) all transactions you authorize through the Platform are carried out for your own account and not on behalf of any other person or entity.
Finally, you represent and warrant that you are responsible and liable for all access and uses of the Platform resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of your employees or contractors who you permit to access and use the Platform on your behalf (each, an “Authorized User”), and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall ensure that all Authorized Users aware of the provisions of these Terms as applicable to such Authorized User’s use of the Platform and shall cause all Authorized Users to comply with such provisions.
For purposes of this Section 10 only, “you” refers to you; “we” or “us” refers to Crescent; and “Claim” means any dispute between you and us arising out of, affecting, or relating to the Services, use of the Platform by you or your Authorized Users, any account with us, the products or services we have provided, will provide, or has offered to provide to you, and/or any aspect of your relationship with us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. Claim has the broadest meaning possible. It also includes disputes related to the validity, enforceability, coverage, or scope of this arbitration provision. Further, Claim includes any dispute with our employees, agents, successors or assigns, and present or future affiliates, and any Claim against these parties may be joined or consolidated with any related Claim against us in a single individual (i.e., non-class) arbitration proceeding or single individual (i.e., non-class) small claims action.
In the event that the parties are not able to resolve a Claim, you hereby agree that either you or we may require any Claim to be arbitrated on a single individual (non-class) basis. However, both parties retain the right to seek relief in a small claims court (or a state court equivalent) for a Claim within the scope of its jurisdiction so long as the small claims action does not seek to certify a class, combine the claims of multiple persons, recover damages in excess of the limit for a small claim under applicable state law, or is not transferred, removed, or appealed from small claims court to any different court.
CLASS ACTION WAIVER: THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. ADDITIONALLY, ANY ARBITRATION OF A CLAIM WILL BE ON AN INDIVIDUAL NON-CLASS BASIS, AND, THEREFORE, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION LAWSUIT. AS PART OF THIS WAIVER, YOU AGREE THAT YOU WAIVE THE RIGHT TO ACT AS A PRIVATE ATTORNEY GENERAL IN AN ARBITRATION; THAT CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON EXCEPT AS SET FORTH IN THE FIRST PARAGRAPH OF THIS ARBITRATION PROVISION; AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR MULTIPLE-PARTY ARBITRATION.
You and we agree that any transaction between us (including, but not limited to, your involvement with the Services or use of the Platform) and/or our relationship involves interstate commerce, and that this arbitration provision shall be interpreted and enforced in accordance with the Federal Arbitration Act (FAA) set forth in Title 9 of the U.S. Code to the fullest extent possible, notwithstanding any state law to the contrary, regardless of the origin or nature of the Claims at issue. If a court finds the FAA does not apply, and the finding cannot be appealed, then your state’s arbitration law governs. The arbitrator must follow, to the extent applicable: (1) notwithstanding the governing law provision in the Authorization, the substantive law of the state in which we entered into the transaction giving rise to this arbitration provision; (2) the applicable statutes of limitations; and (3) claims of privilege recognized at law. The arbitrator will not be bound by federal, state or local rules of procedure and evidence or by state or local laws concerning arbitration proceedings.
If either you or we elect to arbitrate a Claim, the dispute shall be resolved by binding arbitration administered under the applicable rules of the American Arbitration Association (“AAA”). Either you or we may elect to resolve a particular Claim through arbitration, even if the other party has already initiated litigation in court related to the Claim, by: (a) making written demand for arbitration upon the other party, (b) initiating arbitration against the other party, or (c) filing a motion to compel arbitration in court. Information about arbitrating a claim under AAA, including how to submit a dispute to arbitration, may be obtained by visiting AAA’s website at https://www.adr.org/ or by calling 1-800-778-7879. If AAA is unable or will not serve as the administrator of the arbitration, and you and we cannot then agree upon a substitute arbitrator, you and we shall request that a court with proper jurisdiction appoint an arbitrator. Arbitration shall be conducted in the county and state where you gave this Authorization, you reside, or another reasonably convenient place to you as determined by the arbitrator, unless Applicable Law requires another location.
Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award any remedy or relief that a state or federal court in a state of proper jurisdiction could order in a single-plaintiff non-class lawsuit. Except as provided in applicable statutes, the arbitrator’s award is not subject to review by the court and it cannot be appealed. The parties will have the option to request and receive a statement of reasons for the arbitration award.
If you elect to file the arbitration, and this is a consumer-purpose transaction, you will pay the filing fee to the extent required by AAA’s Consumer Arbitration Rules but not to exceed the cost of filing a lawsuit. Any amount above what it would cost you to file a lawsuit, we will pay. All other arbitration fees and expenses shall be allocated to us according to AAA rules. Except for the arbitration fees and expenses, each party shall pay its own costs and fees incurred (including attorneys’ fees), unless the arbitrator allocates them differently in accordance with applicable law.
If any provision in this arbitration provision is found to be unenforceable, it shall be stricken from the arbitration provision and the remaining provisions of the arbitration provision shall remain fully enforceable. If a Claim seeks public injunctive relief and, after exhaustion of all appeals, a court determines that a provision in this arbitration provision restricts such claim and, therefore, is invalid with respect to that claim, the Claim seeking public injunctive relief will be determined in court. However, subject to the small claims exception noted in this provision, any Claim seeking money damages shall be arbitrated at the election of either party. The parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to any Claim seeking money damages has been entered in court. Except with respect to the foregoing paragraph relating to public injunctive relief, if the Class Action Waiver is invalid, then this arbitration provision is invalid in its entirety (provided that the remaining Authorization Agreement shall remain in full force and effect).
Notwithstanding anything to the contrary in the Authorization Agreement, and except as otherwise set forth in this provision, the arbitration provision may be amended by us only upon advance notice to you. If we make any amendment to the arbitration provision (other than renumbering the arbitration provision to align with any other amendment to the Authorization Agreement) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding or action against us prior to the effective date of the amendment. The amendment shall apply to all other Claims governed by the arbitration provision that have arisen or may arise between you and us. However, we may amend the arbitration provision and not provide you notice; in that case, the amendments will not apply to you and the arbitration provision contained in the Authorization Agreement which you accepted will continue to apply to you and us as if no amendments were made.
This arbitration provision will survive the termination of these Terms and any other transactions with us. You may reject this arbitration provision within 30 days of giving these Terms by emailing us at support@crescent.app and including in the subject line “Rejection of Arbitration Provision.” Your rejection of this arbitration provision will apply only to this arbitration provision and not to any prior or subsequent arbitration agreement into which you have entered or will enter with us. If you do not reject this arbitration provision, it is effective as of the date that you execute or otherwise agree to these Terms.
The Platform and all materials and content available through the Platform, including, for the avoidance of doubt, the applicable partner bank services, are provided “as is” and on an “as available” basis. Crescent disclaims all warranties of any kind, whether express or implied, relating to the Platform and all materials and content available through the Platform, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade. Crescent does not warrant that the Platform or any portion of the Platform, or any materials or content offered through the Platform, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and Crescent does not warrant that any of those issues will be corrected.
No advice or information, whether oral or written, obtained by you from the Platform or Crescent entities or any materials or content available through the Platform will create any warranty regarding any of the Crescent entities or the Platform that is not expressly stated in these terms. We are not a lawyer, a law firm, an investment manager, an accountant, or an investment advisor, and nothing on the Platform is intended to constitute legal, tax, or investment advice. The past performance of any product, investment, loan, security, partnership interest, commodity, or financial instrument is not a guide to future performance. We are not responsible for any damage that may result from the Platform and your dealing with any other Platform user. You understand and agree that you use any portion of the Platform at your own discretion and risk, and that we are not responsible for the performance of any investment, any damage to your property (including your computer system or mobile device used in connection with the Platform) or any loss of data.
Information provided on or through the Platform is illustrative or for educational purposes only and does not constitute investment, legal or tax advice, or an offer to buy, sell or hold any security. The information is as of the date indicated and may change at any time without notice. Forecasts or projections of investment outcomes are estimates only, and as such, they are imprecise and hypothetical in nature, do not reflect actual investment results, and are not guarantees of future investment results. Crescent is not an investment adviser; however, we’ve partnered with Helium Advisors LLC (“Helium”), an SEC-registered investment adviser, to bring you certain investing features. All investment advisory services are provided by Helium. We are not affiliated with Helium; however, we receive compensation as a percentage of assets managed by Helium for promoting Helium’s investment advisory services. Our partnership with Helium gives us an incentive to refer you to Helium instead of another investment adviser that is not a partner of ours. This conflict of interest affects our ability to provide you with unbiased, objective information about the services of Helium. This could mean that the services of another investment adviser with whom we are not partnered may be more appropriate for you than those of Helium. Investing involves risk, including the possible loss of principal, and there is no assurance that the investment will provide positive performance over any period of time. Helium accounts are not bank guaranteed or FDIC insured.
Crescent is dedicated to prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by observing requirements imposed on financial institutions under the bank secrecy act and its implementing regulations. Crescent, moreover, identifies clients that wish to open accounts on the Platform, performing diligence consistent with what is required of financial institutions. To that end, Crescent collects certain information regarding its clients and their operations pursuant to its internal procedures, policies, and programs. Your access to and use of the Platform is subject to Crescent’s compliance policies and programs. Crescent is licensed to do business in certain states. Crescent, moreover, partners with other businesses, including banks, that are licensed to engage in money transmission and lend money. Crescent’s licenses and the licenses maintained by banks may impact our provision and your use of certain parts of the Platform, depending on where you live. Crescent seeks to adhere to all relevant, applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Law”). Compliance with Applicable Law may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). You understand and acknowledge that in no event will Crescent or a bank be obligated to effect any transaction it believes would violate any applicable law. You further understand and acknowledge that Crescent is not responsible for any losses, whether direct or indirect, that you may incur as a result of Crescent’s good faith efforts to comply with any Applicable Law, including any Legal Orders.
You understand and acknowledge that in no event will Crescent or a partner bank be obligated to effect any transaction it believes would violate any applicable law or that it or a partner bank believes to be fraudulent or unauthorized.
Applicable limitations, exclusions and disclaimers regarding our partner banks and other third-party partners and service providers are set forth in the third-party terms, including the banking account agreements, which have been provided to you.
Crescent receives compensation from our partner Banks for promoting such partner Banks’ account services.
Crescent may represent one or more balances on the Platform that represents your aggregate deposits and withdrawals in your accounts. As used on the Platform, the term “available balance” means the amount of your funds that are eligible for withdrawal (except as restricted or limited by deposit broker or a depository institution) and as such, are currently in custody by deposit broker, and held by a depository institution. “Available balance” does not imply such balance of your funds is covered by federal deposit insurance or earning interest. As used on the Platform, the term “current balance” is used for reference purposes only and represents Crescent’s estimate of your aggregate balance of funds in your Crescent cash account, including such funds that are in transit, including in your custodial account or otherwise in the custody of deposit broker. Failed transactions could result in unexpected decrease in “current balance.” Further, “current balance” does not imply that a balance is covered by federal deposit insurance or earning interest.
Crescent is not liable for the accuracy or completeness of information prepared and provided by deposit broker that may be made available on the Platform. Information may change from time to time. You understand and acknowledge that any monthly statements made available through Crescent are based solely on information provided to Crescent by deposit broker.
Crescent is not responsible for fees or penalties that you may incur through deposit broker or pursuant to the MSA. Additionally, Crescent is not responsible for underinsured or uninsured deposits held at or by prime trust or deposit broker.
Deposit broker is entitled to and may take certain fees in accordance with the MSA. A portion of these fees paid to deposit broker may be delivered to Crescent as a referral fee in connection with introducing you to deposit broker. By participating in Crescent cash, you acknowledge that Crescent is not affiliated with deposit broker but does receive compensation from deposit broker for promoting deposit broker’s products and services. Accordingly, our relationship with deposit broker gives us an incentive to participate in Crescent cash.
The limitations, exclusions, and disclaimers in this Section 11 apply to the fullest extent permitted by law. Crescent does not disclaim any warranty or other right that Crescent is prohibited from disclaiming under applicable law.
These Terms supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning the Services.
These Terms shall not be assigned by you without our prior written consent. Subject to the foregoing, these Terms shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, representatives, successors, and permitted assigns.
We will treat sensitive identifying information provided by you in connection with the Platform consistent with applicable law and our GLBA Privacy Disclosure and Privacy Policy. By using any of the Services, you acknowledge that you have previously reviewed and acknowledged receipt of such documents.
Crescent shall not be responsible for any losses, costs, or damages suffered by you resulting directly or indirectly from war, riot, revolution, terrorism, pandemic, acts of government or other causes beyond our respective reasonable control or apprehension.
These Terms is governed by, and shall be construed and enforced under, the laws of the State of Nebraska without regard to any choice or conflict of laws rules. If a dispute arises out of or relates to these Terms, or the breach thereof, and if said dispute cannot be settled through negotiation it shall be finally resolved by arbitration consistent with Section 10. If any proceeding is brought for the enforcement of these Terms, then the successful or prevailing party shall be entitled to recover all attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled to the extent that such fees and costs are not prohibited by applicable law.
We are not liable to you for errors that do not result in financial loss to you. We may take any action authorized or permitted by these Terms without being liable to you, even if such action causes you to incur fees, expenses, or damages.
Crescent and our third-party partners may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of transfers or withdrawals either temporarily or permanently. We are not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational or technical difficulties, or suspensions of transfers or withdrawals.
Fraudulent activity, including any attempt to withdraw funds that you do not own, is strictly prohibited and may result in the closure of your account on the Platform. Fraudulent activity includes any attempt to take advantage of errors on the Platform, systems, applications, or technology platforms. Any errors identified should be flagged to support@crescent.app for appropriate consideration, where applicable.
These Terms is effective beginning when you accept the User Agreement or first download, install, access, or use the Platform, and ending when terminated as described below.
If you violate any provision of these Terms, then your authorization to access the Platform and these Terms automatically terminate. In addition, Crescent may, at its sole discretion, terminate these Terms or your account on the Platform, or suspend or terminate your access to the Platform, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@crescent.app.
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Platform; (b) you will no longer be authorized to access your account or the Platform; (c) in addition to the amount due for the Services, you must pay the fees and/or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees, of your delinquent account; (d) any funds remaining in your account will be handled in accordance with applicable state laws; and (e) all payment obligations accrued prior to termination and any provision of these Terms that, in order to give proper effect to its intent, should survive such expiration or termination, will survive. You are solely responsible for retaining copies of any information you provide to the Platform since upon termination of your account, you may lose access rights to any information you provided to the Platform. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Platform using a different name, email address or other forms of account verification.
Crescent reserves the right to modify or discontinue all or any portion of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Crescent will have no liability for any change to the Platform, including any paid-for functionalities of the Platform, or any suspension or termination of your access to or use of the Platform. You should retain copies of any information you provide to the Platform so that you have permanent copies in the event the Platform is modified in such a way that you lose access to information you provided to the Platform.
Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from the Platform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Except for changes to our agreement to arbitration, which is discussed more fully in Section 11, we reserve the right to update these Terms from time to time, including the schedules attached hereto, and will notify you of material updates via email or through the Platform if required by law and otherwise at our discretion. Your continued participation in the Services indicates your acceptance to these Terms, as updated, and accordingly you should read these Terms from time to time.
The Platform is offered by Crescent. If you have any questions about these Terms, please contact us by email at support@crescent.app or by phone at (628) 228-6442.
Last modified: November 21, 2023
HB: 4863-8133-8966.8
