Lead Business Deposit Agreement

Sponsor Bank Business Deposit Agreement

1. INTRODUCTION.

This Sponsor Bank Business Deposit Agreement, including all attached and referenced fee schedules, (collectively, this “Agreement”) sets forth the terms and conditions  of the Branch Business Debit Account (the “Account” or “Business Account”) issued to you pursuant to this Agreement, by Lead Bank, Member FDIC (“Lead”) with respect to Accounts issued by Lead (“Sponsor Bank” or the “Bank”) and constitutes an agreement between the applicable Bank and you. For the purpose of this Agreement, the term “Account” may also collectively include Sub-Deposit Accounts. The identity of the Bank that issued your Card is indicated on the reverse side of your physical Card and is also available within the Branch App. To view this information in the Branch App, tap the information icon located in the upper right corner of your mobile device’s screen.

1. Definitions. 

References to the “Bank,” “we,” “us,” or “our” means the Bank, and its successors, affiliates, assignees and our third-party service providers, including Service Provider.   References to “you” and “your” means any person or entity that holds, owns or has authority to use, whether individually or on behalf of another person or entity, the Business Account. The Agreement may be supplemented or amended as set forth in Section 6 (Miscellaneous Terms). Each Bank has retained Branch Messenger, Inc., a Delaware corporation, (the “Service Provider” or “Branch”) as its program manager to provide certain services in connection with the Account on the Bank’s behalf. Bank services and access to and use of your Business Account may be provided to you through the Service Provider’s website and mobile phone application (collectively, the “Service Provider Platform”) ). The Service Provider may offer you additional services through its Service Provider Platform, pursuant and subject to the terms and conditions between you and the Service Provider (the “Services” and such terms and conditions, the “Service Provider Terms”). Please see Section 2 (The Business Account) for additional information.

By opening or continuing to maintain a Business Account with us, you agree to be bound by this Agreement, and all applicable agreements, disclosures, and other documents, as well as by all applicable federal or state laws, statutes and regulations. Please keep a copy of this Agreement.

We may decline to open a Business Account for any reason, or for no reason. We are not liable for any damages or liabilities resulting from refusal of a Business Account relationship.

THIS AGREEMENT ARE SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION IV (ARBITRATION AND WAIVERS).

2. THE BUSINESS ACCOUNT.
   
   1. Availability. 

The Business Account is available only to a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization or sole proprietorship that is legally operating in the U.S. and with a U.S. physical address. The Business Account may be used for business purposes , and may not be primarily used for personal, family or household purposes. You are not entitled to open a Business Account under this Agreement if you are not a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization, sole proprietorship or otherwise acting in an independent contractor or self-employed capacity. You acknowledge and understand that use of the Account, including use of the Card, will not be treated as a consumer account or card under the provisions of state and federal law. We reserve the right to close your Business Account if we determine that it is used for any impermissible purpose, as we may determine from time to time. 

2. Electronic Communication. 

You must also agree to go paperless. This means that: (1) you must keep us supplied with your valid email address and telephone number; and (2) you must agree to accept electronic delivery of all communications that we need or decide to send you. Please see the Branch Electronic Communication Consent.

3. Business Account Type and Ownership. 

The Business Account is a business debit account that allows you to make certain payments and transfers to third parties. It is a business account that may be used only for business purposes. The Business Account may not be opened as a joint account.

You cannot give a security interest or pledge your Business Account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else. Unless we agree in a separate writing otherwise a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised.

Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized users. Notwithstanding anything to the contrary, you are liable for all losses relating to unauthorized funds transfers that do not result solely from our negligence or intentional misconduct, unless the laws governing your account require a lesser liability.

4. Opening a Business Account. 

To open a Business Account, you must submit to us an application and all information that we may require. You represent to the Bank that you have the capacity and authority to do business in the manner indicated to us and that the acts of the person(s) opening the Business Account have been ratified. You agree that the Bank may rely on such representations without requiring additional information or documentation and that you will furnish such information upon request. You are solely responsible for meeting any legal requirements to establish and maintain the type of Business Account requested and have a duty to inform us of the status of any change to your organization, including any change to the type of entity. 

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 customer who opens an Account. This means that when you open an Account, we will ask for your name, address, tax identification number, and other information that will allow us to identify you. Federal regulations require that you provide us with information concerning the beneficial owners of a legal entity at Business Account opening. You may also be asked to provide such information at other times (and on any qualifying account) upon request of the Bank. You shall have a continuing obligation to provide any other documentation we may request from time to time, including any information required under our customer identification program to establish your identity. If at any time we determine that the beneficial ownership information you provided to us was false, incorrect, or of concern to the Bank, or if you refuse to provide us with the information when requested, we may close, block, restrict or freeze any or all of your Business Accounts.

We reserve the right to require the Business Account holder(s) to furnish us with such resolutions, agreements or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the Business Account holder(s). We will honor such an authorization until we receive written notice of change from the governing body of the organization. It is mutually agreed that the power and authority of each person named as authorized to take action with respect to the Business Account shall continue in full force and effect until we receive actual written notice of revocation, whether the same be brought about by dissolution of the Business Account holder or otherwise.

By opening a Business Account, you agree that we can gather personal information about you and/or your beneficial owners from one or more consumer reporting agencies, governmental entities and/or other third parties. You also agree that we have the right to access follow-up consumer reports while your Business Account is open for maintenance, review or collection purposes.

Your Business Account will not be considered "opened" until it is funded. This means your balance must be at least a penny. Once your account is considered “opened,” there is no minimum balance required and no maximum balance limit. However, we may, at our sole discretion and at any time, require a minimum balance and set a maximum balance limit.

By applying for an Account or Card, you certify that all information you have provided to us is true, accurate and complete. If you falsify, misrepresent, or fail to provide requested information, we may cancel your Account or Card. In addition, funds tied to suspected illicit or illegal activity may be subject to internal holds and investigation and potentially federal investigation. We reserve the right to restrict or delay your access to any such funds, subject to applicable law. We may share any of the information collected and any results of any investigation with the Service Provider. Please see our Privacy Policy for additional details by visiting https://www.lead.bank/privacy-and-terms, for Accounts issued by Lead.

5. Service Providers. 

You understand that we have engaged Service Providers to perform a number of services for you under this Agreement, including, but not limited to, identity verification, compliance monitoring, risk mitigation and management, managing your transfer instructions and other related services. Service Providers, along with their partners and agents, are the servicer of your Business Account. In that capacity, the Service Provider may act on our behalf, perform our obligations or enforce our rights under this Agreement. A Service Provider may also offer Services in connection with your Business Account to allow you to provide us with payment instructions and to view certain Business Account information using the Service Provider Platform. You understand that any payment instruction provided to us or activity performed in connection with your Business Account (including electronic fund transfers (“EFTs”)) using the Services shall be deemed authorized and valid and the Bank is under no obligation to investigate the instruction or activity.

To the fullest extent permitted by law, we will not have any liability in connection with the Services and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose and lack of viruses related to the Services. In no event shall we be liable for: (1) damages caused other than by our own gross negligence or intentional misconduct; or (2) indirect, special, incidental, consequential or punitive damages whatsoever (including, but not limited to, damages for lost profits, disclosure of confidential information, or loss of privacy) arising out of or in any way related to the use of or inability to use the Services, even if we have been advised of the possibility of such damages.

3. USING YOUR BUSINESS ACCOUNT AND BUSINESS ACCOUNT DISCLOSURES.
   
   1. Debit Card. 

In connection with your Business Account, we may (but are not obligated to) issue you a debit card (the “Card”) that will automatically link to the Business Account. If a Card is made available to you, it is subject to a debit card agreement by and between you and us. The Card may be used to initiate withdrawals at ATMs and points of sale and may be used to purchase goods and services. By using your Card, you authorize us and/or our agents to debit your Business Account. We reserve the right to refuse to make any transfer for security, credit, legal/regulatory, or other reasons, as we determine in our sole discretion. You are responsible for all transactions you authorize using the Card, including any losses, charges, or penalties incurred as a result. You may be charged for your use of the Card at ATMs. The Card is the property of the Bank, and if your Business Account is closed or your Card privileges are cancelled, you agree to stop using the Card and destroy it.

2. Linking Business Accounts. 

You may link your bank account at another financial institution (“Linked Account”) to your Business Account in order to transfer funds between your Linked Account and your Business Account. 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.; (3) you are individually or jointly the owner of the Linked Account; and (4) the Linked Account is a business purpose or commercial account. You will indemnify and hold us harmless from any claims by any person related to the Linked Account, including any other owner of the Linked Account. You are not permitted to link your Business Account with a credit, debit, gift, or other type of card issued by a third party or another bank. You may deposit funds into or withdraw funds from your Business Account by using the Service Provider Platform to initiate an Automated Clearing House transfer (“ACH Transfer”) to or from the Linked Account. We do not accept requests made otherwise to initiate ACH Transfers. Requests for ACH Transfers to debit the Linked Account that are made before 4:00 PM MT on a business day, shall be considered received on the business day the request is made. Requests for ACH Transfers to debit the Linked Account that are made after 4:00 PM MT on a business day or on a non-business day, shall be considered received the next business day.

3. ACH Transfer Initiated by an External Bank or Through a Third Party. 

You may deposit funds into or withdraw funds from your Business Account by having an external bank (directly or through a third party) initiate an ACH Transfer to or from your Business Account at the Bank. The external account that you are depositing funds into or withdrawing funds from must be at an external bank located in the U.S.

4. Internal Transfer Between Accounts at the Bank. 

We may (but are not obligated to) permit you to initiate a transfer of funds between your accounts at the Bank through a Service Provider Platform. We do not accept requests made otherwise to initiate internal transfers.

5. Deposits. 

When you make a deposit, we will act only as your collection agent and will not be responsible beyond the exercise of good faith and ordinary care. All deposits are provisionally credited subject to our receipt of final payment. If a deposit or transfer of funds into your Business Account is returned or rejected by the paying financial institution for any reason, you agree that we may deduct the amount of the deposit or transfer against your Business Account, without prior written notice to you.

1. You may make a deposit into your Business Account by ACH Transfers or any other method we make available to you. You may also arrange for recurring deposits, such as direct deposits, to be made electronically to your Business Account.
2. Foreign Currency and Cash Deposits. We do not accept any deposits denominated in any foreign currency. We do not accept any deposits in cash, whether in U.S. dollars or any foreign currency. All deposits are considered to be non-cash deposits.
3. If we permit you to deposit a check into your Business Account, you agree not to deposit a check drawn on the same Business Account into which the check is being deposited. If available, you also agree not to deposit by ATM, mobile banking check deposit, or by mail any item that is drawn on a foreign bank or that is not denominated in US dollars. We may refuse a deposit, limit the amount of a deposit or return all or a portion of a deposit. We are not responsible for any deposit you mail to us that we do not receive. We will forward any items you deposit for collection to the bank on which the items are drawn. We may give you provisional credit for any item you deposit, which we may revoke at any time if we do not receive final payment for that item. All deposits to your Business Accounts, regardless of how made, are subject to verification, final payment, and our Deposit Availability Disclosure (as defined below).
4. 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.

6. Withdrawals.
   
   1. Except as provided below, you may make withdrawals from your Business Account up to the available balance in your Business Account by any means that we make available to you. We may refuse a withdrawal request exceeding the available funds in your Business Account even if you make a deposit later in the business day after we refuse your withdrawal request. If your available balance is not enough to pay a transaction you make, we may assess an insufficient or unavailable funds fee, regardless of whether we pay the transaction. We may allow withdrawals at any time, but reserve the right to require seven (7) days written notice of intention to withdraw funds from your Business Account if your Business Account is a negotiable order of withdrawal (NOW) account.
   2. You are not permitted to make withdrawals from your Business Account by creating a check drawn on your Business Account. If you attempt to make any transactions with your Business Account using a credit, debit, gift or other type of card issued by a third party or another bank or by creating a check drawn on your Business Account, we will reject and/or return the transaction without notice to you and may consider such action to be a violation by you of this Agreement.
   3. Before allowing a transaction, we may request you to provide us with identification, authorization, documentation or other information that we deem necessary. We may refuse a withdrawal if you fail to comply with our request. We may tell you in advance when we are going to refuse a withdrawal request but will not be required to do so.
7. Payment Instructions.
   
   1. You agree that any payment instructions received by us (such as requests to withdraw or transfer funds from your Business Account) through the Service Provider Platform or in connection with your username, passphrase, PIN or mobile device used to access the Service Provider Platform (collectively “Credentials”) will be deemed to be authorized by you. The use of any of your Credentials by another person will be as effective as your use of the Credentials, regardless of whether the person affixing the Credential was authorized by you and regardless of the means by which the Credential was affixed. For example, if you provide your username and password used to access the Service Provider Platform to another person and that person uses that information to withdraw funds from your Business Account, we will deem the withdrawal to be authorized by you. Unless prohibited by applicable law, you agree to hold us harmless and indemnify us for any liability incurred for reasonably acting upon such instructions which bear any of your Credentials.
   2. We may refuse to follow any of your payment instructions if we think they are illegal or potentially harmful to us. If we follow your payment instructions, we may require other security measures to protect us from any losses we may suffer. To the greatest extent permitted by law. you agree to pay us back for any damages or losses (including, but not limited to, the reasonable costs of an attorney) that we suffer if we take an action based on your (or what appears to be your) oral, written or electronic instructions.
8. Posting Order of Credits and Debits.
   
   1. Posting Orders. This section summarizes how we generally post some common transactions to your Business Account. Posting transactions to your Business Account impacts your Business Account balance. Posting a credit increases your balance, while posting a debit or hold reduces your balance. Credits include deposits and credits we make. Holds include deposit holds, Card authorizations and holds related to withdrawals and EFTs. Debits include withdrawals, transfers, payments, Card transactions and fees.

We use automated systems to process transactions and then to post transactions to your Business Account. When we process multiple transactions for your Business Account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, pay, decline or return credits, debits and holds in any order at our option.

We generally post common transactions as follows. We group the different types of transactions into categories. We use several different categories for holds, credits, and debits. Most categories include more than one transaction type. After the end of the business day, our automated systems assign each transaction received for that day to a category. We generally post all transactions within a category, using the posting order or orders that apply to that category, before we post any transactions assigned to the next category.

First, we start with the balance in your Business Account at the beginning of the business day, subtract holds from your balance, and make any adjustments from prior days. Next, we generally add available deposits and credits to your balance and then subtract debits from your balance based on the debit category. We subtract debits in a category from your balance in order from the highest to lowest dollar amount, unless specified otherwise herein. The first category of debits to be applied against your balance are certain Card and ATM transactions (e.g., Card transactions and ATM withdrawals and transfers). The debits within this category are subtracted from your balance in the date and time order our systems receive date and time information. If we make checks available to you, this category is applied next against your balance. Check posting will be in sequential order based on the check number, and for any check for which the number cannot be read, from highest to lowest amount following the posting of number legible checks. We then subtract from your balance any other types of electronic debits in order from the highest to lowest dollar amount. These debits include ACH Transfers. Finally, we subtract from your balance most fees (such as ATM fees, if any) in order from highest to lowest dollar amount.

Some fees may show as “processing” until the next day.

2. Changing Posting Orders. You agree that we may determine in our discretion the orders in which we post transactions to your Business Account. You agree that we may determine, in our discretion, the categories, the transactions within a category, the order among categories and the posting orders within a category. We sometimes add or delete categories, change posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you.
3. Posting Orders Determined at End of Day. We receive credits, debits and holds throughout the day. Regardless of when during the day we receive transactions for your Business Account, you agree that we may treat them as if we received all transactions at the same time at the end of the business day. During the day, we show some transactions as processing. Please note that transactions shown as processing have not been posted yet. The posting order for these transactions is determined at the end of the day, with the other transactions we receive for that day and based on the category. We do not always receive debits on the same day that you conduct them. We generally post credits and debits to your Business Account, and report them on your statement, in a different order than the order in which you conduct them or we receive them.
4. Certain Transactions Made After Business Day Ends. During processing, we generally include in your Business Account balance some transactions that you make after the business day cut-off, but before the end of the calendar day. Deposits are made available based on Section 8 (Deposit Availability Disclosure). We generally subtract from your Business Account balance the following debits, when the transaction occurs after the cutoff time for the business day, but during the same calendar day: cash withdrawals made at ATMs and any credit-push ACH Transfers for EFTs.

9. Insurance Coverage. The Federal Deposit Insurance Corporation (“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 Business Account is insured by the FDIC up to the standard maximum deposit insurance amount per depositor, per ownership category (the “Standard Insurance Amount” or “SIA”). For purposes of determining the SIA applicable to your Business Account, you need to consider all accounts that you also hold at the Bank in the same ownership category. To determine SIA applicable to your Business Account with us 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. Please see below for additional information regarding FDIC insurance coverage for Sub-Deposit Accounts.
10.  Court Processes and Claims Against Your Business Account. If we receive a levy, attachment, or other legal process against you or any party to your Business Account, we may refuse to permit withdrawals or transfers from your Business Account until the legal process is dismissed or satisfied. Any levy, attachment, or other 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 Business Account. If we receive a claim against the funds in your Business Account, or if we know of or believe that there’s a dispute as to the ownership or control of funds in your Business Account, we may, in our discretion: (1) place a hold on your Business Account and refuse to pay out any funds until we’re satisfied that the dispute is settled; (2) close your Business Account and send the balance to the named account holder(s); (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.
11. Statements. We will deliver or make available to you periodic statements for your Business Account at least four (4) times a year, unless your Business Account is determined to be inactive. The Business Account statement will describe payments or transfers made in connection with your Business Account. You agree to notify us promptly if you do not receive your statement by the date you normally would expect to receive it. Your periodic statement may be accompanied by items or a facsimile of those items listed on the statement, unless the item or an image of the item is unavailable for any reason. You agree that the statement and items all have been delivered or made available to you in a reasonable manner. We will not be responsible for any indirect, special or consequential damages under any circumstances for our inability to provide copies of an item. Our liability, if any, will not exceed the face amount of an item in question.
12. Sub-Deposit Accounts. 
    
    1. We will, from time to time, place your funds provided to us in a deposit account or omnibus custody account (“Sub-Deposit Account”) with other depository institutions (each an “Insured Depository Institution”). You will not be charged a fee for our placement of your funds or in connection with the Sub-Deposit Account. We also will act as the agent/custodian with respect to your Sub-Deposit Account pursuant to this subsection. You consent to us placing funds with Insured Depository Institutions. If you do not consent to our placement of funds with Insured Depository Institutions, you should not open a Business Account or deposit funds with us.

The Sub-Deposit Account will be established by an Insured Depository Institution that has entered into agreements with us. All payments with respect to the Sub-Deposit Account by the Insured Depository Institutions will be made to us, and we will credit the funds to your Business Account.

Your only rights with respect to the Sub-Deposit Account is to demand we repay you all amounts in your Business Account, including those transferred to the Sub-Deposit Account. The Sub-Deposit Account may not be transferred to another institution, except by us or the Insured Depository Institution. You may terminate our role as your agent/custodian and our ability to deposit funds you provide us in the Sub-Deposit Account. Any termination will result in a return of funds in accordance with law and closing of your Business Account and any Sub-Deposit Account opened specifically for you.

When we place funds with an Insured Depository Institution and act as your agent with respect to the Sub-Deposit Account, we will ensure the records of the Insured Depository Institution are in our name, as agent or custodian. The funds deposited in the Sub-Deposit Account will be FDIC insured to the same extent as if such funds were held in the Business Account with us. In other words, the depositing of your funds into the Sub-Deposit Account will not otherwise increase your FDIC deposit insurance coverage. You will not receive any written confirmation of the establishment of the Sub-Deposit Account or transfer of funds to the Sub-Deposit Account; instead, we will maintain records clearly indicating the transfer and beneficial ownership of the Sub-Deposit Account. You must immediately report to us any changes in Business Account ownership information that you originally provided to us in connection with the submission of your application for an account.

Our placing of funds may reflect considerations of federal and state law, our funding needs and funding needs of Insured Depository Institutions, general economic conditions or other factors determined by us in our sole discretion. We will not place funds with more than one Insured Depository Institution. We may place funds to enhance our business objectives and for balance sheet management without any benefit to you, including increased FDIC deposit insurance coverage. Further, we may receive greater benefits when we place your funds with an Insured Depository Institution than if we otherwise maintained your funds with us. We are under no obligation to place your funds with an Insured Depository Institution.

A Sub-Deposit Account will be a deposit obligation of the Insured Depository Institution that maintains the Sub-Deposit Account; provided, this does not modify our obligation to repay all amounts you deposited in your Business Account.

All deposits that are maintained with an Insured Depository Institution in the Sub-Deposit Account are aggregated with deposits maintained in your Business Account with us for purposes of the SIA. Funds you hold in one or more accounts with us (including funds we maintain before placement with Insured Depository Institution), funds in the Sub-Deposit Account will be aggregated for FDIC insurance purposes with all other deposits you hold in deposit accounts with us in the same ownership category and therefore may not be fully insured by the FDIC. For the avoidance of doubt, funds deposited in the Sub-Deposit Account will be treated as funds on deposit in the Business Account with us for FDIC insurance calculation purposes. As such, your total FDIC deposit insurance coverage for funds you provide us for deposit in your Business Account will not be increased by nature of any deposit of funds in the Sub-Deposit Account. Please see subsection 3.9 above for additional information on determining SIA.

We may provide your name, tax identification number and other pertinent identifying information to the Insured Depository Institution, and other parties providing services in connection with the placement of your funds and the establishing and holding the Sub-Deposit Account. You hereby consent to such release of information. Nothing in this section shall be deemed to prevent us from disclosing information to a third party if required by law.

We will act as your agent in connection with the placement of your funds with the Insured Depository Institution and the establishment and maintenance of the Sub-Deposit Account. Although we will act as your limited agent in connection with the placement of your funds, we are not acting as your financial adviser. See Section 6 for additional information. You hereby appoint us to act as your agent for purposes of placing funds with Insured Depository Institutions and establishing and maintaining, on your behalf, the Sub-Deposit Account. You further authorize us to collect for you all payments related to an Sub- Deposit Account, to place funds with Insured Depository Institution pursuant to the terms set forth herein, and to execute and deliver or file on your behalf all appropriate receipts, agreements, releases and other instruments, including whatever agreements may be required from Insured Depository Institution, for the purpose of establishing your ownership interest in the Sub-Deposit Account and maintaining a Sub-Deposit Account.

Although there are two or more accounts associated with your funds (the account maintained with us, referred to as the Business Account, and the Sub-Deposit Account), your Business Account is considered a single account for your deposits and withdrawals, as well as for tax reporting, balance requirement, service charge, monthly statement and FDIC deposit insurance purposes. The existence of the Sub-Deposit Account and any other account maintained by us pursuant to this Agreement is for internal purposes and will not change the manner in which you use or obtain information about on your Business Account. These transfers, including the placement transfer, will not appear on your monthly statement.‍

2. [If your Account is issued by Lead [TBD] :

13. Prohibitions. You must not use your Card or Business Account for any illegal purpose or internet gambling. This prohibition includes any transaction that is illegal in the jurisdiction where you live, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. You are responsible for determining the legality of each of your transactions in all applicable jurisdictions before entering into the transaction. We have no obligation to monitor, review or evaluate the legality of any transaction. Nevertheless, we may deny transactions or authorizations if we believe the transaction is or may be illegal. We reserve the right to refuse or return any item that we believe is related to an illegal transaction, an Internet or online gambling transaction or a high-risk transaction. To the fullest extent permitted by law, you agree to pay for any item or transfer that you authorized, even if the transaction related to that item or transfer is determined to be illegal.
14. Fees. You agree to pay all fees and charges applicable to your Business Account, which will be automatically deducted from your Business Account and may result in your Business Account being overdrawn. The amounts of these fees and charges, the manner in which they are calculated, and the ways to potentially avoid them are listed in our Fee Schedule. Fees and our Fee Schedule are subject to change at any time and without notice to you, unless required by law. Fees set forth in the Fee Schedule are charged by the Service Provider  for its services. The Bank is not responsible for any fees charged by Service Provider for its Services and the Bank has the right to charge you fees separate and apart from the Fees set forth in the Fee Schedule. If you request a service that is not included in the Fee Schedule and there is a fee for such service, such fee will be disclosed at the time you request the service and you agree that any such fee may be deducted from your Account.
15. Power of Attorney/Agents. References to you also include any person who you authorize to act on your behalf, whether by following the process we require (for example, by designating an authorized signer on a signature card), or on your own (for example, by creating a power of attorney). If you name such an agent:

We may require that you use forms we approve and require each owner to sign the form to be effective;

1. The powers you give to your agent, and any limitations on those powers, are between you and your agent, even if we have expressed written notice of those powers. You understand and agree that we have no duty or responsibility to monitor the acts of your agent or ensure that the acts of your agent are for your benefit. For example, if you only give your agent authority to pay your bills and your agent exceeds that authority, we are not responsible for that breach of authority;
2. You agree not to hold us responsible for any loss or damage you incur as a result of us following instructions given to us by your agent;
3. The owner of the Business Account is responsible to us for any actions of your agent, regardless of whether those actions exceed the authority given or whether the agent is formally nominated by the owner;
4. The agency will end after the owner notifies us in writing to end the agency and we have had a reasonable opportunity to act on it; and
5. If you authorize any third person, such as a bookkeeping service, an employee, or agent of yours to retain possession of or prepare items or any transactions using your Business Account, you agree to assume full responsibility for any errors or wrongdoing performed or caused by such third person or any of its agents or employees if we should pay any such item.

16. Bankruptcy Cost. If your Business Account becomes subject to a receivership, court order or bankruptcy, and we are required to implement changes as to your Business Account that increase our costs to maintain your Business Account (for example, a requirement for us to pledge property to secure your Business Account above the amount of any deposit insurance on your account) you agree to reimburse us for the additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your Business Account.
17. Monitoring and Closing Your Business Account. Subject to the terms herein, you can close your Business Account at any time and for any reason by contacting us or terminating the Business Account through the Service Provider Platform, if applicable. We reserve the right to refuse your request to close your Business Account if your Business Account is not in good standing or if you have a negative balance on your Business Account. If you intend to close your Business Account, you should notify us. Simply reducing your Business Account balance to $0.00 is insufficient notice. If you close your Business Account you are responsible for transactions you initiated or authorized, including those that we receive after the Business Account is closed. Withdrawals from your Business Account may be restricted prior to Business Account closing.

We reserve the right (but are not obligated) to monitor all Business Account activity for inappropriate use. We can close your Business Account at any time, for any reason, without advance notice. If we close your Business Account, we will notify you by mail, electronically or by telephone that we have closed your Business Account unless your Business Account has had a zero balance for thirty (30) days or more. If we close your Business Account, all collected funds (less any amounts due to us or for debits in process) will be transferred to your Linked Account. Alternatively, we may, at our discretion, mail you a check for the available balance in your Business Account. Written notice that the Business Account has been closed and a check, if any, will be sent to any address shown on our records for you. Once we have closed your Business Account, you agree that we can assess any service charge otherwise applicable against any remaining balance in your Business Account. We are not responsible to you for any damages you may suffer as a result of your Business Account being closed. If you attempt to make a deposit to a Business Account we closed, we may collect the deposit and set-off your indebtedness to us. Any funds in excess of $1.00 will be returned to you.

State laws (called "escheat" or “unclaimed property laws”) require us to close your Business Account and transfer your money to the state if your Business Account is dormant for a period of time as defined by your state of residence. Your Business Account can become dormant if, for 24 months, there is no transactional activity. If your Business Account becomes dormant, you may no longer receive statements, but you can still view your accounts online.

State abandoned property law establishes guidelines under which unclaimed property must be surrendered to the applicable state. Generally, the funds in your Business Account are considered unclaimed if you have not had any activity or communication with us regarding your Business Account over a period of years, defined by your state of residence. All products offered by us are subject to abandoned property laws. If your funds are surrendered to the state, you may be able to reclaim them, but your claim may need to be presented to the state. You can avoid the transfer of your money to the state simply by signing into your Business Account, transacting periodically, or contacting us, or replying to any abandoned property correspondence.

18. Fraud and Unauthorized Transactions.
    
    1. Duty to Safeguard Business Account. You agree to keep any Business Account information, Credentials, security code, password or other confidential identification number used to access your Business Account secure and strictly confidential and to not permit disclosure of such information to any unauthorized person. You agree to immediately notify the Bank if this information has become known to, or been used by, an unauthorized person. You acknowledge that the Bank has no method to determine whether a transaction conducted with use of a valid Business Account name, Business Account number, Credentials and/or security code was proper, and you therefore authorize the Bank to complete any transaction involving your Business Account made with the use of such information.

You agree to be responsible for any transaction initiated with the use of a valid Credentials or any access device. The Bank shall have no liability for any loss, claim, or damage sustained as a result of the use of your Credentials or access device whether such transaction was authorized or not and agree to indemnify and hold harmless the Bank for any such transaction alleged to be unauthorized.

2. Duty to Review Business Account Statement. You agree to review your Business Account statement within sixty (60) days from the statement date. Because you are in the best position to discover an unauthorized transaction, you agree that, without regard to care or lack of care by either you or the Bank, we will not be liable for any transaction, subject to applicable law and payment network rules. You remain responsible to review and report any errors. If you are absent from your Business Account mailing address, you are responsible to make arrangements to have our statements reviewed for errors and report them in a timely manner.
3. Duty of Care. You agree that you will exercise ordinary care in handling your Business Account. In exercising ordinary care, you shall have the duty to: carefully examine your bank statements for fraudulent or unauthorized transactions and promptly notify the Bank of any such transaction; timely reconcile your statement with your internal records to detect any other Business Account discrepancies, including any missing or diverted deposits; implement security precautions regarding the use and access of your Business Accounts through any access device, Credentials, security codes, passwords, or confidential identification numbers; conduct background checks of all individuals having access to any Credentials, security or access devices or sensitive Business Account information; conduct background checks on all individuals who have authority to prepare Business Account transactions or reconcile statements; independently review the work of individuals who are responsible for reconciling statements and preparing transactions using your Business Account; and comply with all other duties under this Agreement or under any applicable law. Your failure to exercise ordinary care will constitute negligence and will preclude you from asserting against the Bank any unauthorized transaction on your Business Account.
4. Limitation to File Claim. You agree that no legal proceeding or action may be commenced against the Bank to recover any amounts alleged to have been improperly paid out of the Business Account due to any fraudulent or unauthorized transaction unless: (i) you have timely provided written notice as required by subsection 3.18 (Fraud and Unauthorized Transactions), and (ii) such proceeding or action shall have been commenced within six (6) months from the date the first statement containing the unauthorized transaction was made available to you. Any proceeding or action not brought within one year from the date of the first statement containing the unauthorized transaction is forever barred.
5. Duty to Cooperate. If you report any unauthorized transaction on your Business Account, you agree to cooperate with the Bank in its investigation of the claim. This includes preparing an affidavit and report containing whatever information the Bank requires concerning the Business Account, the transaction and the circumstances surrounding the loss. You also agree to file a criminal report against any suspected wrongdoer and waive any claims against the Bank if you fail to do so or if you enter into any settlement, compromise or restitution agreement with the wrongdoer without the consent of the Bank. The Bank may reverse any credit or reimbursement should you fail to file the criminal report or refuse to testify against the wrongdoer.
6. Duty of Insurance. If more than one person has access to your Account information, Credentials or access devices, you are under a duty to maintain fidelity bond coverage on any individual who has access to your Account information, Credentials or access devices and on any individual responsible for reviewing or reconciling statements. You agree to pursue all rights under such policy or any other insurance policy you maintain before making a claim against the Bank in connection with any unauthorized banking transaction. You agree to provide the Bank with all reasonable information about your insurance coverage, including the name of the insurance carrier, the policy number, policy limits, and applicable deductibles. You agree to provide the Bank with all reasonable information about your insurance coverage, including the name of the insurance carrier, the policy number, policy limits, and applicable deductibles. The Bank’s liability, if any, will be reduced by the amount of any insurance proceeds you are entitled to receive. At the Bank’s request, you agree to assign your rights under any insurance policy to the Bank.
7. Limitation of Liability. You agree that the Bank has a reasonable time to investigate the facts and circumstances surrounding any claimed loss and that we have no obligation to provisionally credit your Business Account. The Bank’s maximum liability is the lesser of actual damages proved or the amount of the unauthorized withdrawals, reduced by an amount which could have been avoided had you exercised ordinary care. In no event will the Bank be liable for special or consequential damages, including loss of profits and opportunity or for attorneys’ fees. The Bank will not be liable for any items that are forged or altered in such a way that such forgery could not be reasonably detected.‍

4. Arbitration and Waivers.

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

1. Definitions. If you have a dispute with us or our Service Provider, 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. A “claim” or “dispute,” as used in this Section 4 (Arbitration and Waivers), is any unresolved disagreement between you, us and/or our Service Provider, arising from or relating in any way to the Business Account 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 services offered in connection with a Business Account 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 Business Account(s); to any advertisements, promotions or oral or written statements related to the Business Account; to the benefits and services related to a Business Account; or your approval, establishment or enrollment for a Business Account. Claims also include disagreements about the meaning, application or enforceability of this arbitration agreement. As solely used in this Section 4 (Arbitration and Waivers), “we” or “us” shall include the Bank, its affiliates and service providers and their successors, employees, directors, officers and agents, and the terms “you” or “yours” shall mean each Business Account owner and all persons or entities approved to have, approved to use and/or given access to a Business Account. The term “Business Account,” for purposes of arbitration, includes any updated or substitute Business Account for you.
2. Binding Arbitration and Appeals. Arbitration applies whenever there is a claim between you and us. 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. 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 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 Section 4 (Arbitration and Waivers) to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken.

3. Initiation of Arbitration. Any claim must be resolved, upon the election by you or us, by arbitration pursuant to this Section 4 (Arbitration and Waivers) 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 either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you have the right within ten (10) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.‍

In the event that JAMS or the 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 Federal Arbitration Act (Title 9 of the United States Code) (“FAA”). To the extent that there is any variance between the selected forum’s rules and this Section 4 (Arbitration and Waivers), this Section 4 (Arbitration and Waivers) shall control. If you initiate the arbitration, you must notify us in writing at: 2261 Market Street STE 5936, San Francisco, CA 94114. If we initiate the arbitration, we will notify you in writing at your last known address in our file.

4. Class Action and Jury Waiver. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, 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 BUSINESS ACCOUNT. THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. FURTHER, NEITHER YOU NOR WE SHALL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT OR HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA.
5. Location of Arbitration and Cost. Any arbitration shall take place in Kansas City, Missouri, for Accounts issued by Lead, 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. All 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.‍
6. Governing Law. 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 agreement; and (3) this arbitration agreement 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 Missouri for Accounts issued by Lead. 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.‍
7. Continuation and Severability. This Section 4 (Arbitration and Waivers) shall survive termination of your Business Account, this Agreement and any bankruptcy by you or us. If any portion of this Section 4 (Arbitration and Waivers) 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 Section 4 (Arbitration and Waivers), this Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.

5. Deposit Sweep and Program Banks
   
   1. This Disclosure is part of, is incorporated into, and amends, the terms that control your asset account at Lead Bank, and contains the Terms and Conditions of your participation in Lead Bank Sweeps Program, associated with your account provided in partnership with financial technology companies (each a “Partner”) you use to access Lead Bank services  (Lead Bank and Partners are collectively referred to as “Lead,” “we,” “our,” or “us”). Please carefully review this Document.  As described below in more detail, your stored value account with us (your “Lead Account”) has the following features:
      
      1. By opening your Lead Account you are authorizing us to withdraw funds from your account or funds placed in an stored value account and ledgered in your name and, as your agent and custodian, place them in deposit accounts at other FDIC-insured banks that we will establish for your benefit. 
      2. The list of banks at which your funds may be deposited is available at lead.bank/program-banks.
      3. We are not obligated to place your funds at Banks, but if we do so the funds will be insured by the FDIC up to $250,000 at each bank as if you had established the deposit accounts with the banks yourself.
      4. You can access your funds at the other banks only by directing us. You will not be able to access them directly from those banks. However, all withdrawal requests will be satisfied promptly.
      5. You can tell us at any time if there are banks you do not want your funds deposited at and we will comply with that instruction, including opting out fully from the Sweeps Program.
      6. Each deposit account at another bank is an obligation of that bank, not Lead. In the unlikely event that one of the banks fail, we will collect your insurance and credit the payment to your Lead Account. 
      7. By opening your Lead Account you are also opening a custodial account with us in which the deposit accounts at other banks will be held.
   2. ​​Relationship with Lead. By opening your Lead Account you are authorizing us to act as your agent and withdraw some, all, or no funds from your Lead Account and place them into deposit accounts (the “Deposit Accounts”) at other banks insured by the Federal Deposit Insurance Corporation (“FDIC”) (each a “Bank”) as set forth in the “Priority List” assigned to you. You can request an accounting of the balances we hold on your behalf at each relevant financial institution by completing information requested on this website. We will respond to requests for an accounting within seven business days.

Lead is acting as your agent in establishing the Deposit Accounts at each Bank, depositing, withdrawing, and transferring funds among the Deposit Accounts.  Although the Deposit Accounts are obligations of the Banks and not Lead, you will not have a direct relationship with the Banks. However, your funds will be insured by the FDIC up to the maximum allowed per Bank as if you had established the Deposit Accounts with the Bank yourself. Deposit Account ownership will be evidenced by a book entry on the account records of each Bank and by records maintained by Lead as your custodian.  No evidence of ownership, such as a passbook or certificate will be issued to you.  If you would like a detailed accounting of amounts held at each bank, you can contact the Partner that you normally use to access information about your Lead Account.

Unless you establish the Deposit Accounts directly with a Bank as described below, all transactions with respect to your Deposit Accounts must be directed by Lead and all information concerning your Deposit Accounts can be obtained from the Partner that you interact with regularly.  The Banks have no obligation to accept instructions from you with respect to your Deposit Accounts or provide you with information concerning your Deposit Accounts. 

Lead may, in its sole discretion, terminate your use of the Deposit Accounts.  You may also decide to close your Lead Account. If Lead terminates your use of the Deposit Accounts or you close your Lead Account, you may contact each Bank to establish a direct depository relationship with said Bank, subject to its rules with respect to maintaining deposit accounts.

Establishing your Deposit Accounts in your name directly at a Bank will separate the Deposit Accounts from your Lead Account.  Your Deposit Account balances will no longer be reflected in your Lead Account statement and Lead will have no further responsibility concerning your Deposit Accounts.

3. FDIC Deposit Insurance Available on Deposit Accounts.  The deposit insurance limit for deposits held in each insurable capacity (e.g., individual, joint, etc.) is currently $250,000, including principal and accrued interest, when aggregated with all other deposits held in the same insurable capacity at a Bank. For example, funds in the Deposit Accounts at a Bank held by an individual are insured up to $250,000, and funds in the Deposit Accounts at a Bank held jointly by two or more individuals are insured up to $250,000 per joint owner.

Lead may place up to $250,000 ($500,000 for Joint Accounts of two or more individuals) (the “Deposit Limit”) of your funds in each Bank on the Priority List. 

Any deposits (including certificates of deposit) that you maintain in the same insurable capacity directly with a Bank or through an intermediary (such as Lead or through a broker-dealer) will be aggregated with funds in your Deposit Accounts at the Bank for purposes of the FDIC insurance limit. You are responsible for monitoring the total amount of deposits that you have with each Bank in order to determine the extent of FDIC insurance coverage available to you.

You should review carefully the section titled “Information About FDIC Insurance.”

4. Priority List. The Priority List of available Banks into which your funds may be deposited is available at all times on our website, lead.bank/program-banks.  Other clients may be assigned different Priority Lists. The Banks appear on the Priority List in the order in which the Deposit Accounts will be opened for you and your funds will be deposited.  You should review the Priority List carefully.

Banks on the Priority List may be temporarily unavailable to accept your funds. In such cases your funds may not be placed up to the Deposit Limit in each Bank before placed in the next Bank on the Priority List.

You may not change the order of the Banks on the Priority List.  However, you may, at any time, designate a Bank or all Banks as ineligible to receive your funds.  This will result in your funds being deposited into Deposit Accounts at the next Bank on the Priority List.  In addition, you may at any time instruct us to remove your funds from a Bank, close your Deposit Accounts with the Bank and designate the Bank as ineligible to receive future deposits.  Unless you withdraw your funds from your Lead Account, your funds from a closed Deposit Account will be deposited in Deposit Accounts at the first available, eligible Bank set forth on the Priority List. You may also opt-out of this Lead Bank Sweeps Program entirely, in which case Lead will retain all your funds and will not open any Deposit Accounts on your behalf. 

You can obtain publicly available financial information concerning each Bank at www.ffiec.gov/nicpubweb/nicweb/nichome.aspx or by contacting the FDIC Public Information Center by mail at L. William Seidman Center, Virginia Square, 3501 North Fairfax Drive, Room E-1005, Arlington, Virginia 22226 or by phone at 703-562-2200.  Lead does not guarantee in any way the financial condition of the Banks or the accuracy of any publicly available financial information concerning such Banks.

If you wish to designate one or more Banks as ineligible to receive your funds, please submit a ticket via this request form. We will process requests within seven (7) business days.

One or more of the Banks included on the Priority List may be replaced with a Bank not previously included on the Priority List, a Bank may be deleted from the Priority List or the order of Banks on the Priority List may change.  You will receive notification in advance of changes that result in the addition of a Bank to the Priority List and have an opportunity to designate a Bank as ineligible to receive your deposits before any funds are deposited into a new Bank.  All notices will be provided in electronic form, via email.

In the event that the order of Banks on the Priority List has changed, your previously deposited funds may be reallocated based on the new sequence. Deposits and withdrawals of your funds made after a change to the Priority List will occur as described the section titled “Withdrawal Procedures.”

On any day, one or more Banks may be closed for business or otherwise temporarily unable to accept your funds.  In such event, your funds will be placed at the next Bank on the Priority List that is available to accept your funds. When one or more Banks that were unable to accept your funds are again able to accept your funds, funds in your Lead Account will be placed in those Banks.  

If a Bank at which you have Deposit Accounts no longer makes the Deposit Accounts available through Lead, you will be notified by Lead and given the opportunity to establish a direct depository relationship with the Bank, subject to its rules with respect to establishing and maintaining deposit accounts.  If you choose not to establish a direct depository relationship with the Bank, your funds will be transferred to the next available Bank on the Priority List on the day that the Bank is no longer included on the Priority List.  The consequences of maintaining a direct depository relationship with a Bank are discussed under the section titled “Relationship with Lead.”

5. Establishment of, and Deposits into, the Deposit Accounts. At our discretion, we may open the accounts at one or more Banks in the order found on the Priority List including a money market deposit account (“MMDA”) – a type of savings deposit – and a linked transaction account (“TA”). The MMDAs and TAs are non-transferable. At the end of each business day, Lead may withdraw the funds from your Lead Account and place them in the MMDAs at the Banks.  Once your funds in the Deposit Accounts at a Bank reach the Deposit Limit, Lead, as your agent, may open a MMDA and TA for you at the next Bank on the Priority List and place your additional funds in that Bank.
6. Withdrawal Procedures. You can withdraw funds from your Lead Account through ACH, wire, or your Lead issued debit card, if you have one. This creates a debit in your Lead Account. When you make a withdrawal from your Lead Account, Lead, as your agent, will withdraw funds from your TAs at the Banks on the Priority List beginning with the lowest priority Bank on the Priority List at which your funds have been deposited in order to satisfy the debit.  If there are insufficient funds at that Bank, funds will be withdrawn from each Bank in the sequence (lowest priority to highest priority) until the debit is satisfied.  If funds in the TA at a Bank from which funds are being withdrawn are insufficient to satisfy a debit, funds in the related MMDA at that Bank will be transferred to the TA to satisfy the debit, plus funds to maintain any TA minimum, or “threshold,” amount, as determined by the Bank and Lead in their discretion to satisfy debits in your Lead Account.  Subject to the terms of your Lead Account agreement, you will always have access to your funds even though they have been deposited at the Banks.

At any point during a month in which transfers from an MMDA at a Bank have reached a total of six (6), all funds will be transferred from that MMDA to the linked TA at the Bank until the end of the month.  Deposits for the remainder of the month into this Bank will be made to the TA.  At the beginning of the next month, funds on deposit in the TA will be transferred to the MMDA, minus any threshold amount to be maintained in the TA.  The limits on MMDA transfers will not limit the number of withdrawals you can make from funds on deposit at a Bank or the amount of FDIC insurance coverage for which you are eligible.

Pursuant to federal banking regulations, the Banks must reserve the right to require seven days’ prior written notice before you withdraw or transfer funds from an MMDA.  TAs are not subject to this restriction.  The Banks have informed us that they do not currently intend to exercise this right against MMDAs.

7. Interest on Balances in the Deposit Accounts. Interest will accrue and be paid out in accordance with the terms of your Lead Account and some account types will not receive interest. For deposits placed at Lead through a third-party, please see the terms of your agreement with the third party.   

The interest rates paid with respect to the Deposit Accounts at a Bank may be higher or lower than the interest rates available to depositors making deposits directly with the Bank or other depository institutions in comparable accounts.  You should compare the terms, interest rates, required minimum amounts, and other features of your Lead Account with other accounts.

8. Fees. Banking with Lead and participating in the provides benefits to Lead. Each Bank will pay Lead a fee equal to a percentage of the average daily deposit balance in your Deposit Accounts at the Bank.  The fee paid to Lead may be up to 100% of the amount the Bank is willing to pay with respect to funds in the Deposit Accounts.  In its discretion, Lead may reduce or waive its fee and may vary the amount of the reductions between clients.  The fee may vary from Bank to Bank.  

Other than applicable fees imposed by us on your Lead Account, there will be no charges, fees or commissions imposed on your Lead Account.

9. Notices. All notices described in this Disclosure Document will be provided in electronic form, via either the Partner app, Partner website, the Lead website, email, or as an entry on your Lead Account statement.
10. Information About FDIC Insurance.
    
    1. General Information. The Deposit Accounts (including principal and accrued interest) are insured by the FDIC, an independent agency of the U.S. Government, up to $250,000 for all deposits held in the same insurable capacity at any one Bank.  Your funds become eligible for deposit insurance immediately upon placement into a Deposit Account at a Bank.  Generally, any accounts or deposits that you may maintain directly with a particular Bank, or through any other intermediary, in the same insurable capacity in which the Deposit Accounts are maintained would be aggregated with the Deposit Accounts for purposes of the $250,000 federal deposit insurance limit. 

You are responsible for monitoring the total amount of deposits that you hold with any one Bank, directly or through an intermediary, in order to determine the extent of deposit insurance coverage available to you on your deposits, including the Deposit Accounts.  Lead is not responsible for any insured or uninsured portion of the Deposit Accounts or any other deposits.

In the event a Bank fails, the Deposit Accounts at that Bank are insured, up to $250,000, for principal and interest accrued to the day the Bank is closed.

Under certain circumstances, if you become the owner of deposits at a Bank because another depositor dies, beginning six months after the death of the depositor the FDIC will aggregate those deposits for purposes of the $250,000 federal deposit insurance limit with any other deposits that you own in the same insurable capacity at the Bank.  Examples of deposit accounts that may be subject to this FDIC policy include joint accounts, “payable on death” accounts and certain trust accounts.  The FDIC provides the six-month “grace period” to permit you to restructure your deposits to obtain the maximum amount of deposit insurance for which you are eligible.

In the event that federal deposit insurance payments become necessary, payments of principal plus unpaid and accrued interest will be made to you.  There is no specific time period during which the FDIC must make insurance payments available, and Lead is under no obligation to credit your account with funds in advance of payments received from the FDIC.  Furthermore, you may be required to provide certain documentation to the FDIC [and Lead] before insurance payments are made.  For example, if you hold deposits as trustee for the benefit of trust participants, you may be required to furnish affidavits and provide indemnities regarding an insurance payment.

If your Deposit Accounts or other deposits at the Bank are assumed by another depository institution pursuant to a merger or consolidation, such deposits will continue to be insured separately, up to the FDIC insurance coverage limits, from the deposits that you might have established with the acquiror until (i) the maturity date of any time deposits (including certificates of deposit) that were assumed, or (ii) with respect to deposits that are not time deposits, the expiration of a six month period from the date of the acquisition.  Thereafter, any assumed deposits will be aggregated with your existing deposits with the acquiror held in the same capacity for purposes of FDIC insurance coverage.  Any deposit opened at the acquiror after the acquisition will be aggregated with deposits established with the acquiror for purposes of FDIC insurance coverage.

2. Questions About FDIC Deposit Insurance Coverage. If you have questions about basic FDIC insurance coverage, please contact your Financial Advisor.  You may wish to seek advice from your own attorney concerning FDIC insurance coverage of deposits held in more than one insurable capacity.  You may also obtain information by contacting the FDIC, Deposit Insurance Outreach, Division of Depositor and Consumer Protection, by letter (550 17th Street, N.W., Washington, D.C. 20429), by phone (877-275-3342 or 800-925-4618 (TDD)), by visiting the FDIC website at www.fdic.gov/deposit/index.html, or by e-mail using the FDIC’s On-line Customer Assistance Form available on its website.

6. Miscellaneous Terms
   
   1. Ordinary Card; No Fiduciary Obligation. You agree that any act or omission made by us in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in the State of Missouri for Accounts issued by Lead, or any rule or regulation of the respective state or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. We do not assume any fiduciary obligation on your behalf. This means that we do not act as your trustee or financial advisor, and we don't assume any responsibility for your account beyond reasonable care.
   2. Error Resolution. In case of errors or questions about your electronic transfers, telephone us at 1 (866) 547-2413, write us at 2261 Market Street STE 5936, San Francisco, CA 94114, or email us at support@branchapp.com as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
      
      1. Tell us your name and account number (if any).
      2. Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
      3. 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 within 10 business days.

3. Business Account Disputes. If a dispute arises concerning your Business Account (including, for example, a dispute over who is an authorized signer or owner), or if we believe we have a claim against you or we have or receive a claim by a third party (including our affiliates) to all or a portion of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.) in your Business Account, or if we have concerns regarding your Business Account or the use of your Business Account, we have the right to hold any portion of the property in your Business Account until the dispute, claim, or concern is resolved to our satisfaction. We will not be liable to you if the hold we place on your Business Account leaves insufficient funds to cover outstanding transactions. If the dispute, claim or concern remains unresolved, you agree that we may at our option deposit the property in your Business Account with a court and ask the court to determine to whom the property belongs. If we deposit your property with a court, you agree that we may charge your Business Account for our costs, including attorney’s fees and expenses.‍
4. Governing Law, Forum and Time Limits
   
   1. All Accounts issued by Lead are opened at the Missouri branch office of the Bank. All actions relating to your Account, including this Agreement, will be governed by the laws and regulations of the United States and the State of Missouri (to the extent that laws of the State of Missouri are not preempted by Federal law). Federal laws and the laws of the State of Missouri shall be applied without giving effect to principles of conflicts of law.
   2. To the extent any dispute arising under this Agreement or relating in any way to your Business Account or your relationship with us is not arbitrated, you consent to the jurisdiction of, and agree that such dispute will be resolved by the Federal or state court located in Jackson County, Missouri for Accounts issued by Lead.
   3. Subject to applicable law, you must file any lawsuit or arbitration against us within one (1) year after the claim arises, unless Federal law or the laws of the State of Missouri, for Accounts issued by Lead, or an applicable agreement requires a longer time. This limit is in addition to limits on notice as a condition to making a claim. If applicable law does not permit contractual shortening of the time during which a lawsuit must be filed, you agree to the shortest permitted time under applicable law. Any action against us must be brought within the period that the applicable law requires us to preserve records, unless applicable law or this agreement provides a shorter limitation period.
5. Reporting Information. We may report information about your Business Account to consumer reporting agencies, governmental agencies, and/or third-party data services. Defaults on your Business Account may be reflected in your business credit report.
6. Compliance with Law. You agree to comply with applicable law and to not use your Business Account for illegal transactions or activities.
7. Changes in Terms. We may change this Agreement, or any fees and features of your Business Account, at any time. We will give you advance notice of any change required by law in accordance with such law. We may provide this notice to you on or with your statement, by mailing the notice to you directly or by posting the notice on the Service Provider Platform. We may change or terminate this Agreement without notice to comply with any appropriate Federal or state law or regulation.
8. Security Interest. You grant us a security interest in your Business Account to secure payment of any money that you owe to us arising under this Agreement or any other agreements with us. You acknowledge and grant us the right to use any of the funds in your Business Account to cover any money you owe to us (a “right of set-off”). You agree that the security interests you have granted to us are consensual and in addition to any rights of set-off. We may exercise our security interest or right of set-off without prior recourse to other sources of repayment or collateral, if any, and even if such action causes you to incur any penalty or suffer any other consequence. If we exercise our security interest or right to set-off, we will notify you to the extent required by applicable law. If the law imposes conditions or limits on our ability to take or set off funds in your Business Account, to the extent that you may do so by contract, you waive those conditions and limits, and you authorize us to apply funds as we deem applicable. We will consider this Agreement as your consent for us asserting our security interest or exercising our right of set-off should any laws governing your Business Account require your consent.
9. No Waiver of Rights. If we fail to exercise or waive a right with respect to your Business Account on one or more occasions, it does not mean we have waived, or are obligated to waive, the same right on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement. In any event, no such waiver or delay by us is effective unless it is in writing and approved by us.
10. Assignment. Your Business Account is not transferable and is not assignable as collateral for a loan or for any other purpose.
11. Other Services and Conflicts. If we make available to you any of our other banking services offered in connection with your Business Account (e.g., check services), we may provide certain terms and conditions of the additional service to you in a separate agreement or disclosure. If a service we offer has a separate agreement, and there is a conflict between the terms of this Agreement and the separate agreement, the separate agreement shall control.
12. Privacy Policy. You authorize us to collect, transmit, store, use or share technical, location, login or other information about you and your Account, use of your Account, or Card with our affiliates, the Service Provider, payment network and third parties, unless applicable law or our Privacy Policy prohibits us from doing so. Please see our Privacy Policy, as it may be amended from time to time, for your choices about information sharing, accessible at https://www.lead.bank/privacy-and-terms for Accounts issued by Lead.
13. 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 thereby. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders unenforceable any provision hereof, and to the extent that such waiver is not permitted by applicable law, the parties intend that such provision be interpreted as modified to the minimum extent necessary to render such provision enforceable.
14. Limitation of Liability, Disclaimer of Warranty, Indemnification and Reimbursements.
    
    1. Limitation of Liability. EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE 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. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING A PAYMENT ORDER OR TRANSACTION REQUEST OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT. 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. ALL BANK SERVICES AND ACCOUNT OR CARD FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT OR CARD FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. 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 FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND LACK OF VIRUSES RELATED TO THE SERVICES AND/OR PRODUCTS OF SERVICE PROVIDER AND/OR THE SERVICE PROVIDER PLATFORM.

YOU AGREE THAT THE AMOUNT OF 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 PARTY OF ANY OF YOUR AGENTS OR EMPLOYEES, CONTRIBUTED TO THE LOSS WHICH IS THE BASIS OF YOUR CLAIM AND 2) DAMAGES COULD NOT BE AVOIDED BY OUR USE OF ORDINARY CARE.

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. 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.

15. 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) any misuse of the services hereunder by you or any third party within your control or on your behalf; (iv) the matters set forth herein; (v) our action or inaction in reliance upon oral, written or electronic instructions or information from you or any of your authorized representatives; (vi) your performance of the services under this Agreement or refusing to perform any transfer request in accordance with a transfer request; (vii) any delay, suspension or cancellation of arrangements we made with respect to any transfer request when the rejection, suspension or cancellation is for any reason permitted under this Agreement, including your cancellation of a payment order or transfer request for any reason; or (viii) any crediting or debiting of the Account, except where applicable law requires otherwise. Without limiting the foregoing, if we comply with the provisions of this Agreement, you agree that we shall not be responsible for any communication or miscommunication by you or your representatives, and you further agree to indemnify, to the extent allowed by law, us and hold us harmless from and against any and all losses, claims, expenses, suits, costs or damages, demands or liabilities of whatever kind or nature, whether now existing or hereafter relating in any way to a payment order, payment instruction, payment order, transfer request or other payment related request or instruction made pursuant to this Agreement.
16. Reimbursement for Losses. 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 Business Account for our losses without prior notice to you.
17.  Liability for Service Interruptions. From time to time, due to maintenance, malfunctions or failures of software, equipment, or telecommunications devices, as well as unusual transaction volume or similar reasons, access to your Business Account may not be available to you. We minimize the periods of time during which your Business Account is unavailable. Access to your Business Account may also be interrupted as a result of things beyond our reasonable control, computer failures, loss of power, failure or interruption of communication or transportation facilities, riots, strikes, or civil unrest. You agree that we shall not be responsible for any loss, damages, costs or expenses that you may suffer or incur, directly or indirectly, as a result of the unavailability of access to your Business Account, regardless of whether it could be shown that we could have prevented or reduced the duration of such unavailability by taking any action within our reasonable control. We shall also not be responsible for any loss, damages, costs or expenses which you may suffer or incur, directly or indirectly, as a result of your inability to access your Business Account caused directly or indirectly, in whole or in part, by your computer or mobile device, your inability to establish a connection to or to access the Internet, or other limitations or constraints of the Internet. The provisions set forth in this section shall apply in addition to any other provisions in this Agreement but as applied to service interruptions for access to your Business Account, this section shall control.
18. Section Headings and Successors. The headings in this Agreement are only for convenience and do not in any way limit or define your or our rights or obligations under this Agreement. This Agreement will be binding on your personal representatives, executors, administrators, and successors.
19. Change of Address or any Application Information. You must notify us through the Service Provider Platform of any change of your address, email address or phone number or any material change to information that you have provided us in your application to open a Business Account. 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 or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address.
20. Electronic Communications and Electronic Signatures; Electronic Storage of Data and Records. 
    
    1. Electronic Communications. You understand, acknowledge and agree that data, including emails, may be accessed by unauthorized third parties when communicated between you and the Bank, using the Internet, telephone, or other electronic devices. We are not responsible for any misdirected data or disclosures that occur as a result of your use of third-party electronic communications.
    2. Electronic Signatures. You understand, acknowledge and agree that we may use your electronic signature in lieu of or in addition to your handwritten signature and that your electronic signature will have the same legal and binding effect as your handwritten signature.
    3. Electronic Storage of Data and Records. You agree and consent that we may record or otherwise document and store information electronically transmitted, entered or received by us or through any mobile application or website provided to you to access and/or use your Account or Card for our record-keeping purposes. You further acknowledge and agree that such records, documents and other stored information shall be presumed to be accurate representations of your requests, communications and instructions to us.
21. Calls and Messages. You agree that we or our agents or service providers may contact you regarding any matter for any non- telemarketing reason using any kind of telecommunications technology at any email and telephone number you provide to us, including the phone number for your mobile device. You agree to receive these calls and messages, including pre-recorded or auto-dialed calls. You also agree that we may send text messages to any phone number for your mobile device you provide to us. You understand and accept that your service provider may charge you for these calls and messages consistent with applicable law. For quality control purposes and for other reasons, you permit us to record and monitor your telephone conversations and electronic communications with us (including email). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities at the time of the call or communication. To revoke the consent provided pursuant to this subsection, you must send ten (10) days’ prior written notice of such revocation to 2261 Market Street STE 5936, San Francisco, CA 94114.
22. 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 (including, but not limited to Sections 4 (Arbitration and Waivers) and 6 (Miscellaneous Terms) of this Agreement).

7. Funds Transfers.

We may offer a variety of electronic banking services for your use with your Business Account. The purpose of this Section 7 (Fund Transfer) is to inform you of some of the electronic banking services and also provide you with disclosures applicable to the services. We may also provide separate agreements to you that govern the terms of some services, including a separate agreement for Cards.

Unless we have entered into a specific written agreement with you that provides otherwise, payment orders you give to us for the transfer of funds into and out of the Business Account will be governed by this paragraph. In addition, your rights and obligations with respect to a payment order, and our rights and obligations, will be governed by (a) any separate written agreement with us; then (b) this section; and then, to the extent not specified in a separate written agreement or this Agreement; (c) by Article 4A of the Uniform Commercial Code (“UCC 4A”) as enacted in Missouri for Accounts issued by Lead.

We reserve the right to refuse to accept any payment order. Payment orders are accepted when they are executed by us. We may process any payment order request (as well as any amendment or cancellation request concerning a payment order) that we believe is transmitted or authorized by you if we act in compliance with a security procedure agreed upon by you and us. Such payment orders will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such orders, even though they are not transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is not confirmed or approved in the manner we require, we may refuse to execute the payment order.

You agree that if a payment order or cancellation thereof identifies the beneficiary by both name and an identity number, and the name and number identify different persons or account holders, execution and payment to the beneficiary or cancellation may be made solely on the basis of the identifying number. You also agree that if a payment order identifies an intermediary bank or the beneficiary’s bank by both name and an identifying number, and the name and number identify different persons, execution of the payment order by any bank may be made solely on the basis of the identifying number. If we receive a funds transfer into any Business Account you have with us, we are not required to give you any notice of the receipt of the funds transfer. The funds transfer will appear on your next periodic statement. To confirm the completion of funds transfers, please contact us at (866) 547-2413 or access your Business Account using the Service Provider Platform. Prior to the acceptance of an outgoing payment order, the outgoing payment order may be cancelled, but may not be amended or modified, if the beneficiary’s bank is located within the United States of America and the outgoing payment order is to be paid in U.S. dollars. Other outgoing payment orders may not be cancelled, amended or modified. We must receive your cancellation in a reasonable time prior to the time we execute the outgoing payment order. Payment orders sent by ACH will be subject to NACHA rules. Payments sent by other methods will be subject to the rules of those systems. You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf of you pursuant to or in connection with a payment order.

You agree that if a payment order, or any cancellation or authorization relating thereto, but for the applicability of the Electronic Fund Transfer Act of 1978, constitutes a portion of a funds transfer as defined in UCC 4A, all actions and disputes concerning such payment order, cancellation or authorization shall be determined pursuant to UCC 4A and this Agreement to the full extent permitted by law. If an outgoing payment order in a foreign currency cannot be completed, the exchange rate that will apply to any refund due you will be the exchange rate in effect at the time on the day the refund is made. Additional fees may be deducted from a payment order amount by other banks involved in the funds transfer process.

At your request, we may request that the beneficiary’s bank return funds previously transferred. However, you acknowledge that the beneficiary’s bank is under no obligation to comply with this request.

Other electronic transactions against your Business Account, whether or not initiated or authorized by you will be governed by the specific Agreement between us related to such transactions and/or all applicable rules and regulations governing such transactions, including without limitation, the rules of the National Automated Clearing House Association (“NACHA”) as may be amended from time to time.

Under NACHA rules we cannot return an unauthorized electronic transaction (ACH debit) unless you notify us no later than 5:00 p.m. Central Time on the business day following the settlement date of the transaction. Otherwise, your sole recourse is to the originator of the transaction.

Your Business Account is also subject to transfer limitations. The transfer limit depends on the EFT type. If a Card is made available to you, it is subject to a purchase and withdrawal limits as outlined below. The Card may be further limited based on fraud risk and security of the Business Account. All EFTs are subject to limits. Such EFT limits include limits on ATM withdrawals, cash advances and PIN or signature-based purchases. ACH Transfers to external accounts are also subject to limits on the dollar amount of electronic transfers between your Business Account and external accounts at other financial institutions, including Linked Accounts. All limits described here are designed to be flexible in order to protect the security and integrity of the service and accounts, including the Business Account, as well as 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 all Business Accounts and may be modified at our sole discretion without advance notice.

8. Deposit Availability Disclosure.

When a deposit is made to your Business Account, the funds may not be available immediately. This Section 8 (Deposit Availability Disclosure) describes when funds will be made available to you.

1. Delays. We may delay the availability of funds from certain types of deposits to your Business Account. There are exceptions that may apply in certain circumstances (e.g., if you have overdrawn your Business Account repeatedly in the last six months or there is an emergency). During the delay, you may not withdraw funds and may not use the funds. We will notify you if we delay the availability of your funds, and we will tell you when you can expect your funds to be available.
2. Day of Deposits. Any transaction that you conduct on Saturday, Sunday, a federal holiday, or other days on which we are closed will be handled the following business day. If we receive a deposit before 4:00 PM MT on a business day, we will consider that business day to be the day of your deposit. However, if we receive a deposit after 4:00 PM MT or on a non-business day, we will consider the deposit as having been made the next business day.
3. Special Rules for New Business Accounts. If you are a new customer, the following special rules will apply during the first 30 days your account is open. Funds from electronic direct deposits to your Business Account will be available on the day we receive the deposit. Funds from deposits of cash and, if made available, the first $5,000 of a day's total deposits of cashier's, certified, teller's, traveler's, and federal, state and local government checks will be available on the same business day we receive your deposit if the deposit meets certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess over $5,000 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our associates, the first $5,000 may not be available until the second business day after the day of your deposit. Funds from all other check deposits may not be available until the second business day after the day of your deposit.

Availability of ACH Transfer and EFT Deposits. Funds from ACH Transfers or EFTs that you initiate through another bank will generally be available on the next business day after the day the ACH Transfer is deemed to be received by us. An ACH Transfer or EFT debit to a Linked Account or any other external account that we originate on your behalf will generally be made available on the third business day after the date the ACH Transfer or EFT is deemed to be received by us. Once they are available, you can use the funds for EFTs and ACH Transfers. Even after we have made funds available to you and you have withdrawn the funds, you remain responsible if any deposit to your Business Account is returned, rejected, or otherwise uncollected by the Bank.