Last updated: September 23, 2026
This Checking Account Agreement (this “Agreement”) form a legal agreement between Fifth Third Bank, National Association (“Bank,” “we,” “us,” or “our”) and the individual or business entity opening the Account (“Customer,” “you,” or “your”). Stripe, LLC (“Stripe”) provides the dashboard through which you may access your Account and the Services on Bank’s behalf.
This Agreement governs the demand deposit account that Bank establishes for you (your “Account”) and the electronic funds transfer services Bank makes available in connection with your Account (collectively, the “Services”). You may access your Account and the Services through Stripe’s website(s) and mobile application(s) (collectively, the “Stripe Dashboard”). Other agreements, disclosures, and documents that Bank provides in connection with the Account or Services, including through the Stripe Dashboard, are incorporated into and form part of this Agreement.
BY OPENING, ACCESSING, OR USING AN ACCOUNT OR ANY SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THIS AGREEMENT. BY OPENING OR USING AN ACCOUNT ON BEHALF OF A BUSINESS OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.
1. DEFINITIONS.
The following terms have the meanings set out below. Other capitalized terms are defined where they are first used in this Agreement.
“Account Information” means periodic statements, notices, and other information regarding your Account and Account transactions.
“Account Problem” means any error or problem with your Account, including unauthorized activity or access; unauthorized or incorrect debits or other charges; erroneous fee charges, credits, debits, or other entries (including ACH entries); missing or incorrect deposits or other credits; and other problems with your Account or Account activity.
”AI Agent” means any software, computer or other automated technology, including any such technology that operates through, in conjunction with, or by invoking other automated systems, platforms, APIs or agents, whether or not you have direct control over or visibility into each intermediate system in the chain, that is capable of, designed for, or employed for the purpose of independently or semi-independently acting as your delegate, proxy, intermediary, or agent in any transactional activity, whether in a single transaction or across multiple ongoing transactions.
“Applicable Law” means all applicable state, federal, local, foreign, and other laws, rules, regulations, operating rules, operating guidelines, regulations, and operating circulars, including: (a) the Operating Rules; (b) regulations and operating circulars of the Federal Reserve Board; and (c) requirements, controls, or sanctions administered by the Office of Foreign Assets Control (“OFAC”) or the U.S. Department of the Treasury’s Financial Crimes Enforcement Network.
“Available Balance” means an Account’s balance as of the end of the prior Business Day’s processing, plus or minus pending transactions, direct deposits that have not posted, and holds, including deposited funds held for verification.
“Bank Affiliate” means any direct or indirect subsidiary of Fifth Third Bancorp, and any of their respective successors and assigns, whether now existing or created or acquired in the future.
“Business Day” means any day other than a Saturday, Sunday, holiday, or other day on which Bank is required or permitted to be closed. For purposes of the Funds Availability Policy, Business Day means Monday through Friday, excluding federal holidays.
“Credentials” means the security codes or credentials required to access the Stripe Dashboard, including a login ID, password, PIN, or other authentication code.
“Electronic Funds Transfer” means any transaction on your Account for the electronic payment or receipt of funds, including a wire transfer, ACH entry, SWIFT transaction, or use of another electronic bank or real-time payment system.
“Equipment” means the software, hardware, and other equipment you need to access and use the Stripe Dashboard, including an internet service provider, current web browsers, and reputable anti-virus and internet security software.
“Item” means any transaction, debit, or credit to an Account, including ACH entries, wire transfers, fees, transfers, and other amounts added to or subtracted from your Account balance.
“Losses” means losses, liabilities, damages, actions, claims, and expenses, including court costs and reasonable attorneys’ fees and expenses.
“Operating Rules” means the rules, regulations, operating rules, and operating guidelines established by NACHA, the Electronic Payments Association, other money transfer or electronic payment systems or networks, check-clearing organizations, and payment clearinghouses that Bank uses in connection with your transactions.
“Overdraft” means an overdraft position that occurs when an Account’s Available Balance is insufficient at any time to pay all Items presented for payment from that Account.
“Payment Network” means any electronic bank, real-time payments, or other payments system or network used for an Electronic Funds Transfer.
“Payment Order” means an instruction from you to Bank to make an Electronic Funds Transfer, including an amendment or cancellation of that instruction. Each such instruction shall be deemed a “payment order” as defined in the Uniform Commercial Code (“UCC”), and the rights and obligations of the parties with respect to each Payment Order shall be governed accordingly.
“Processors” means third-party processors that Bank engages to perform or provide Services or other Account functions under this Agreement, including Stripe.
“Security Procedures” means the Credentials and other systems or procedures that Bank, Stripe, a Processor, or a Payment Network provides for authenticating instructions, transactions, and use of the Stripe Dashboard. Security Procedures may include callback protocols, encryption, and Dual Control.
“Timely Notice” has the meaning given in Section 4.2.
“User” means your personnel, employees, agents (including AI Agents), or other individuals authorized or with actual or apparent authority to act on your behalf with respect to the Services or Account.
2. ACCOUNT OPENING AND ADMINISTRATION.
2.1 Account Opening; Identity Verification.
Federal law requires financial institutions to obtain, verify, and record information that identifies each person or business entity that opens an account. When you open an Account, you must provide your name, address, identification number, and other information Bank requests.
If you are a business entity, you must provide your employer identification number, date of establishment, and information about your beneficial owners. If you are an individual, you must provide your Social Security number, date of birth, driver’s license, or other identifying documents.
You authorize Bank to obtain information about you from third parties to confirm your identity and for other Account-related purposes. Bank may require additional documentation from time to time to verify your identity; the authority of individuals acting on your behalf; the nature and purpose of that relationship; and other matters relating to your Account.
2.2 Account Structure.
Your Account is an interest in a deposit account owned and controlled by Bank. Your funds may be pooled with funds of other depositors. You appoint Bank as custodian to hold your funds for your benefit and authorize Bank to establish your Account on that basis. This Account does not earn interest.
2.3 Business Accounts; Users.
You may not use your Account for personal, family, or household purposes.
You must keep the information you provide to Bank current and accurate, including changes to your business name, address, Users, and contact information. Bank may require additional information or documentation for these purposes at any time.
You authorize Bank to recognize each User’s authority until Bank receives an authorized written notice that the authority has changed or ended and has had a reasonable opportunity to act on that notice. Bank is not responsible for losses resulting from your failure to notify Bank properly and promptly of changes to that information, authority, or Users. Bank is not required to honor checks or process transactions until it receives properly completed authorization forms.
2.4 AI Agent.
If you use an AI Agent to access your Account and the Services, you are solely responsible for each action initiated by or through the AI Agent. You acknowledge that: (a) an AI Agent constitutes an “electronic agent” or equivalent concept as defined or recognized under the Uniform Electronic Transactions Act (UETA) and similar Applicable Law; and (b) actions initiated or completed by an AI Agent are legally binding on you.
2.5 Accounts Owned by a Trust.
If you are a trust, the trustee(s) will be the Account signers and are responsible for all transactions performed on the Account. If a trustee dies or resigns, the successor trustee(s) appointed by the trust or court order will become the trustee(s). Unless the trust expressly provides otherwise, all trust accounts are revocable by the grantor during the grantor’s life.
You must provide documents Bank requests to demonstrate the authority required to open a trust account. Bank has no fiduciary duty to you as trustee or to the beneficial owners of the Account. Bank does not have to permit changes to or withdrawals from the Account until it receives all requested documents.
2.6 Account Usage; Representative Capacity.
Bank has no obligation to examine or question the source of funds deposited into your Account. If you establish an Account in a fiduciary, agency, escrow, or other representative capacity, you are solely responsible to the principals, beneficiaries, and other persons with an interest in that Account. Bank is not responsible for monitoring your actions or verifying your compliance with governing instruments or other obligations.
2.7 Changes in Ownership; Disputed Ownership.
Accounts are not transferable unless Bank agrees otherwise in writing. A request to change Account information is not effective until Bank agrees to the change and has had a reasonable time to act on your request.
If Account ownership or authority is disputed for any reason, Bank may take any action it considers appropriate, including: (a) commencing legal proceedings; (b) freezing the Account or placing a hold on it until the dispute is resolved; (c) continuing to rely on Account ownership information; or (d) honoring a competing claim after Bank receives evidence that it considers satisfactory in its sole discretion. Bank is not liable for actions it takes under this Section or for costs or fees arising from a delay.
2.8 Compliance with Law.
You will use your Account only for lawful purposes and in compliance with Applicable Law. This Agreement, your Account, and your use of the Account and Services are subject to Applicable Law. You and Bank agree to be bound by the Operating Rules where applicable and to comply with Applicable Law.
3. ACCOUNT TRANSACTIONS.
3.1 Account Transactions.
You may make deposits, withdrawals, and transfers to or from your Account only through the Electronic Funds Transfer Services available through the Stripe Dashboard. You may not make deposits or withdrawals by check, cash, ATM, or in person at a Bank location.
The Stripe Dashboard does not allow Users to initiate transactions that would result in a negative balance. However, you are responsible for transactions that result in a negative balance, including returned Items and fees.
3.2 Deposits; Collection.
When you deposit an Item with Bank by any method, Bank acts as your agent in collecting the Item. You bear the risk of loss for each Item throughout the collection process and are solely responsible for the return, rejection, and collectability of each Item.
Bank may charge your Account for, or otherwise obtain a refund of, any credit Bank gives you for a deposited Item if Bank cannot collect the Item for any reason, regardless of when the Item is returned. You will assist Bank in collecting returned Items. Bank is not responsible for the insolvency of, or any act or failure to act by, another bank or intermediary in the collection process.
Bank may refuse to accept a deposit or Item for deposit and may limit the minimum or maximum balance you may maintain in an Account.
3.3 Returned Items.
If an Item is returned to Bank unpaid by any means or in any form, at any time and for any reason, Bank may reverse the credit to, or debit, your Account or another Account you maintain with Bank for: (a) the amount of the credit; (b) applicable fees and service charges; and (c) other Losses Bank incurs.
If there are insufficient funds in your Account, Bank may obtain a refund of the amount of any credit Bank gave you for the Item by any legal means and may reverse or recover any associated interest or earnings credit. Bank may, in its discretion, present an unpaid Item for payment or collection again without notice to you.
3.4 Funds Availability.
Funds from your deposits are available for withdrawal as described in the Funds Availability Policy in Section 8. Deposits are subject to Bank’s published cut-off times and policies.
The availability of funds under the Funds Availability Policy does not mean that the funds have been collected, that an Item or other credit or deposit is good or finally paid or settled, or that the deposit is not subject to chargeback or reversal. Bank may reverse or charge back a deposit or other credit to your Account if it is reversed or returned to Bank for any reason at any time, or if it was otherwise the subject of an error.
3.5 Presentment.
Bank may charge your Account on the day an Item is presented to Bank by any method. Bank may charge your Account or place a hold on funds if it receives electronic or other notice that your Item has been deposited for collection at another bank.
Bank is not required to honor an Item drawn on, or a withdrawal or transfer from, an Account if doing so would create or increase an Overdraft. Bank makes the decision to pay or return an Item in a single determination between the time the Item is presented to Bank, or Bank receives notice of it, and the time Bank is required to honor or refuse the Item.
3.6 Overdrafts.
If an Account’s Available Balance is insufficient to pay all Items presented for payment from the Account, the Account is in an Overdraft position. If an Overdraft occurs, Bank may, in its sole discretion, pay or return any Item regardless of the order of presentment or whether payment creates an Overdraft.
Payment of an Item that creates an Overdraft does not constitute an application for credit. The deficiency amount, including the Overdraft amount and any fees assessed, is immediately due and payable without further demand.
3.7 Available Balance; Posting Order.
If multiple Items are presented against your Account and the Available Balance is insufficient to pay all of them, Bank, and not you, may decide whether to pay any or all of those Items.
4. ACCOUNT INFORMATION AND SECURITY.
4.1 Account Information.
Account Information will be available through the Stripe Dashboard, which may include notice of wire transfers, ACH credits, and other electronic transfers into your Account. Bank has no liability for a failure or delay in providing that information.
4.2 Reviewing Account Information; Reporting Problems.
You are in the best position to discover an Account Problem. You must promptly and carefully examine and reconcile all Account Information made available to you. You must notify Stripe, on Bank’s behalf, of an Account Problem as soon as possible and cooperate with Stripe, at your expense, in investigating the Account Problem. That cooperation may include providing an appropriate affidavit or filing a police report, as Bank or Stripe reasonably requests.
Bank may delay action on an Account Problem until Stripe completes its investigation on Bank’s behalf. If you do not cooperate, Bank is relieved of liability for the Account Problem. Your failure to exercise reasonable care when examining Account Information or to provide reasonably prompt notice may affect your rights against Bank with respect to the Account Problem.
You must provide “Timely Notice,” meaning notice to Stripe on Bank’s behalf that notifies Bank of, and asserts any claim you may have regarding, an Account Problem:
(a) on the same Business Day, for a Payment Order, including a real-time payment;
(b) by the next Business Day, for another Electronic Funds Transfer; or
(c) within 30 days, for another instruction, transaction, or Service, or within 90 days for fees, after the date the applicable information is made available to you.
If you do not provide Timely Notice: (i) you are deemed to have failed to exercise reasonable care and promptness in examining your Account Information; (ii) each Item charged to your Account is deemed fully enforceable against you; (iii) Bank is not required to recredit or refund the Account Problem amount; and (iv) you will hold Bank harmless for Losses that Timely Notice could reasonably have prevented.
4.3 Time Limit for Account Problems.
Regardless of the care or lack of care by you or Bank, you may not commence a legal action or proceeding against Bank regarding an Account Problem unless you do so within one year after Bank first makes available to you the statement or other Account Information on which the Account Problem appeared, or would have appeared for a missing debit or credit, or was otherwise indicated.
4.4 Internal Controls.
Your Account is subject to growing and constantly changing risks of unauthorized or fraudulent activity from inside and outside your organization. You are responsible for addressing these risks and working to prevent fraudulent or unauthorized use of your Account.
You will establish and maintain reasonable and effective internal controls to prevent fraud, misuse, and unauthorized use of your Accounts and to ensure that your personnel access and use the Account and Services only as you authorize.
5. STRIPE DASHBOARD AND SERVICES.
5.1 Stripe Dashboard Availability.
The Stripe Dashboard enables electronic access to and management of the Accounts and Services Bank provides. Stripe may change Stripe Dashboard functionality and features at any time without notice.
Information provided through the Stripe Dashboard about an Account is provided “as is,” changes frequently, and may be updated, verified, or corrected. Unless otherwise specified, Stripe Dashboard information is not the official record of an Account or transaction. Bank is not responsible for your reliance on Account or Service information that is later updated, verified, or corrected.
The Stripe Dashboard may be unavailable for brief periods because of maintenance, software updates, unauthorized activity, high volume, an emergency, or other factors beyond Bank’s control. Bank is not responsible for delays or difficulties you experience accessing the Stripe Dashboard, Services, or Accounts during an unavailable period. If the Stripe Dashboard is unavailable for any period, you should promptly notify Stripe at https://support.stripe.com/contact/login.
5.2 Device Requirements; Internet Risks.
To use the Stripe Dashboard, you need a compatible computer or other internet-enabled device (a “Device”) that meets Stripe’s then-current minimum requirements. You are solely responsible for maintaining and operating your Device and installing the Equipment needed to access and use the Stripe Dashboard.
You are solely responsible for errors, malfunctions, deletions, failures, viruses, and other problems affecting your Equipment, and for information sent and received through your Equipment. You acknowledge that using an open network such as the internet involves risks, including security, corruption, availability, and transmission-error risks. By using the Stripe Dashboard, you expressly assume those risks, including the risk that you do not operate your Device properly.
Your data may be lost or destroyed because of a system failure or interruption. You are responsible for verifying the accuracy and completeness of transactions affected by a system failure or interruption.
If you or a User uses a wireless Device, such as a smartphone or tablet, to access the Stripe Dashboard, you: (a) acknowledge the heightened risks, including the potential loss or compromise of the Device and increased exposure to unauthorized access to communications, malware, and similar invasive software; (b) assume those risks and remain responsible for managing the use and security of the Device by Users; and (c) are responsible for all telecommunications-carrier charges arising from that use.
Bank is not liable for interruption, interception, failure, unavailability, delay, or unauthorized access to or dissemination of data communications or transfers through the Stripe Dashboard unless directly resulting from Bank’s willful misconduct or gross negligence.
5.3 Service Enrollment; Designation and Authority.
Some Services require enrollment before they are available. When you enroll in or use a Service, you authorize Bank to provide that Service under this Agreement.
If you are a business entity, you may be able to designate Users through the Stripe Dashboard and establish their authority for a Service. You are solely responsible for designating Users and for their actions, including Account access and use of the Services through the Stripe Dashboard.
Bank recommends that you establish “Dual Control” when using the Stripe Dashboard. Dual Control means that a second User must approve a Payment Order and verify the designation of a new User.
Bank and Stripe may rely on the authority of each User until you submit written notice of a change in authority to Stripe by email at https://support.stripe.com/contact/login, in the form Stripe requires, and Stripe has had a reasonable opportunity to implement the change and complete any verification Stripe requires.
5.4 Credentials.
You must use Credentials to access the Stripe Dashboard. You authorize Bank to act on transactions and instructions it receives using your Credentials, and the use of your Credentials has the same effect as your signature authorizing the transaction or instruction.
You are responsible for keeping your Credentials secure, including Credentials assigned to your Users. If you disclose your Credentials to another person or entity, including a data-aggregation service provider, you are responsible for activity or transactions that person or entity performs on your Account and for that person’s or entity’s use of your Account information.
The loss, theft, or unauthorized use of Credentials could cause you to lose some or all money in your Account. You must immediately notify Stripe by email at https://support.stripe.com/contact/login if the confidentiality or security of Credentials is breached or threatened, or if you believe someone has used the Stripe Dashboard without your permission. Bank is not liable for unauthorized transactions made using your Credentials before you provide notification in accordance with this Section 5.4 and Bank has had a reasonable opportunity to act on that notice.
5.5 Security Procedures for Business Customers.
This Section 5.5 applies to business Customers. You will use the Stripe Dashboard and Services in accordance with this Agreement and the Security Procedures Bank and Stripe offer in connection with the Services.
Security Procedures are designed to verify the origin and authenticity of transactions. They are not designed to detect errors in a transaction initiated through the Services. You acknowledge that the Security Procedures Bank and Stripe offer are commercially reasonable and suitable for your intended use of the Services, including the size, type, and frequency of your transactions.
Transactions, including Payment Orders, that are communicated to Bank or Stripe in your name in compliance with the Security Procedures, and access to and use of the Services through Security Procedures assigned to you, are considered authorized by you, whether or not actually authorized. You are bound by those transactions, access, and use in accordance with Applicable Law and this Agreement.
Bank and Stripe have no obligation regarding Security Procedures except as specifically stated in this Agreement or separate written Security Procedure terms provided to you. Any additional or supplementary verification procedure Bank or Stripe uses is not part of the Security Procedures.
You will maintain the security and confidentiality of the Security Procedures and implement prudent internal security practices to control access to and use of them. You acknowledge that failing to safeguard Security Procedures may enable unauthorized access to the Services, Accounts, and your data.
If you communicate a transaction in a manner that does not comply with the Security Procedures, you agree to be bound by and pay for that transaction if Bank accepts it in good faith, whether or not it was authorized. In that case, you are deemed to have refused the Security Procedures Bank offers and recommends as commercially reasonable. Bank is not required to accept transactions that do not comply with the Security Procedures and is not responsible for refusing to act on them.
6. ELECTRONIC FUNDS TRANSFERS.
6.1 Application; Payment Networks.
Electronic Funds Transfers include transactions for electronic payments to or receipts of funds from your Account through a Payment Network. The beneficiary is the person or business receiving a payment.
6.2 Operating Rules.
All Electronic Funds Transfers to or from your Account are subject to the Operating Rules then in effect for the applicable Payment Network. This includes: (a) for ACH transactions, the applicable Operating Rules and any local clearinghouse used in the process; (b) for Electronic Funds Transfers through the Federal Reserve Banks’ funds transfer system, the applicable laws and regulations of the Board of Governors of the Federal Reserve System and related operating circulars; and (c) the rules of another Payment Network used to originate an Electronic Funds Transfer under an agreement with Bank or receive an Electronic Funds Transfer.
Electronic Funds Transfers must be transmitted to Bank in accordance with the applicable Payment Network’s Operating Rules and Bank’s policies and procedures. Bank is not responsible or liable for inaccurate or incomplete information Bank receives from a Payment Network.
6.3 Credits.
Your Account Information will notify you of Electronic Funds Transfers into your Account. Bank is not required to give additional notice of the receipt of an Electronic Funds Transfer.
All Electronic Funds Transfer credits to your Account are provisional until Bank receives final settlement. If Bank does not receive final settlement or is otherwise required to return an Electronic Funds Transfer amount, Bank is entitled to a refund, through a reversal debit or otherwise, of the amount credited to your Account, together with associated interest or credit. Bank may accept or reject an Electronic Funds Transfer debit or credit to your Account under the applicable Operating Rules and Applicable Law.
6.4 Processing Electronic Funds Transfers.
Your ability to originate or receive an Electronic Funds Transfer is limited to the Services and Payment Networks Bank makes available through the Stripe Dashboard from time to time. You are solely responsible for the content and accuracy of each Payment Order you submit to originate an Electronic Funds Transfer from your Account.
Unless you provide specific written instructions, Bank may choose the Payment Network and intermediary banks needed to carry out your Payment Order. Bank and any bank or intermediary may rely on the account number and bank identification number you provide, without any obligation to review the name of the receiving customer or bank that may also appear in the Payment Order.
6.5 Authorization.
You authorize Bank to debit or credit your Account for Electronic Funds Transfers to or from your Account that Bank receives through a Payment Network or based on your Payment Order. You are responsible for all Payment Orders that you authorize or that a User submits on your behalf.
Bank may debit or credit your Account when it receives an Electronic Funds Transfer without prior or further notice to you. You will timely review your Account Information and immediately notify Bank if an Electronic Funds Transfer is unauthorized.
6.6 Payment; Fees.
Unless Bank agrees otherwise in writing, you must pay Bank the Payment Order amount and applicable fees before Bank executes your Payment Order. You will also pay fees or charges assessed by a Payment Network or another third party.
Bank may charge fees for sending or receiving a Payment Order. Bank may deduct those fees from your Account or from the funds transfer amount. Other banks involved in a funds transfer may charge fees.
Bank may debit your Account for the U.S. dollar amount of a transfer when Bank processes the Payment Order. If the beneficiary’s bank is instructed to pay in a currency other than its local currency, payment will be made under that bank’s policies, and you are responsible for any effects of that payment.
6.7 Inconsistent Names and Numbers.
Bank and any bank or intermediary that processes your Payment Order may rely on the account number and bank identification numbers you provide without an obligation to review the beneficiary’s or bank’s name, even if the number identifies a person different from the named beneficiary or bank.
If you provide an incorrect account number or bank identifier, the funds transfer may be misdirected and you may lose funds. Bank has no obligation to detect errors and is not liable for incorrect or missing information in your Payment Order.
6.8 Rejection of Payment Orders.
Bank may, in its sole discretion, refuse to accept a Payment Order, including if: (a) the Account from which funds are to be transferred has insufficient or uncollected funds; (b) the Payment Order does not satisfy the Security Procedures; or (c) Bank cannot otherwise verify the Payment Order’s authenticity.
Bank is not required to notify you if it decides not to accept or reject a Payment Order. Bank is not required to resend a funds transfer that is returned to Bank if Bank complied with the original Payment Order.
6.9 Cut-Off Times; Processing.
Bank has cut-off times for processing Payment Orders. Cut-off times may change or vary by the funds transfer system used for your transaction. A Payment Order received after the applicable cut-off time will generally be treated as received on the next Business Day.
After Bank receives your Payment Order, Bank will determine whether the Account has the Available Balance needed to pay the Payment Order and related fees and expenses, and will screen the Payment Order for OFAC compliance. Bank may delay execution if the result of those processes is not acceptable to Bank and further inquiry is needed. Bank is deemed to accept your Payment Order after payment is verified and OFAC screening is cleared.
6.10 Cancellation or Amendment of Payment Orders.
Bank is not required to amend or cancel a Payment Order after you submit it. If you make a verifiable cancellation or amendment request through the Stripe Dashboard in accordance with Bank’s procedures, Bank may make a reasonable effort to act on your request if the Payment Order has not been executed and there is a reasonable time to act.
Bank has no liability if a cancellation or amendment is not effective. You will indemnify and hold Bank harmless from Losses Bank incurs in attempting to cancel or amend a Payment Order.
6.11 Your Representations and Warranties.
Each time you submit a Payment Order to Bank, you represent and warrant that: (a) you comply with Applicable Law in connection with the Payment Order; (b) the Payment Order is for your direct benefit only and not for the benefit of another person; and (c) you are not a “Remittance Transfer Provider” as defined under Regulation E.
You will reimburse Bank for fines imposed on Bank and other costs Bank incurs because a representation or warranty in this Section is untrue, including because you did not screen a Payment Order for compliance with Applicable Law before transmitting it to Bank.
6.12 Foreign Electronic Funds Transfers.
You may originate ACH entries only in U.S. dollars to or from accounts located in the United States.
7. GENERAL ACCOUNT TERMS.
7.1 Fees and Charges.
If applicable, you will pay Bank’s standard fees and other charges for your Accounts, as Bank establishes from time to time. Bank may deduct fees and charges from your Account even if doing so makes your balance negative. For Electronic Funds Transfers, Bank may deduct its fees from the transfer proceeds. Unpaid amounts you owe Bank may be subject to a finance charge.
7.2 Amendments.
Bank may amend, add to, or change this Agreement from time to time (each, an “Amendment”). Bank will give you notice of an Amendment by any reasonable means permitted by Applicable Law, including electronic notice or posting on the Stripe Dashboard.
An Amendment will be effective on the date stated in the notice. If no effective date is stated, the Amendment will be effective 30 calendar days after the date Bank sends or posts the notice. If you do not want to be bound by an Amendment, you may close your Account before its effective date. If you continue to use your Account after the effective date, you agree to the Amendment.
A change to Bank’s interest rates, security procedures, or operating procedures is not an Amendment. Bank may make those changes at any time without prior notice.
7.3 Notices.
Notices and other communications relating to your Account must be in writing, including electronically. Notices to you will be sent to your primary email address in Bank’s records. Notices to Bank must be sent to Stripe by email at https://support.stripe.com/contact/login.
A notice or communication to you or Bank is effective no later than when actually received and after a reasonable time to act on it. Bank may rely on written notices and communications that it believes in good faith are genuine and authorized by you. Bank may provide notices and communications in a reasonable form or medium and by a means permitted by Applicable Law.
7.4 Processors.
Bank may arrange for Processors to perform or provide some or all Services or other Account functions under this Agreement. Each Processor is a third-party beneficiary of this Agreement and may rely on and enforce this Agreement as though it were Bank, including its limitations of liability and indemnities. Bank exercises oversight over the Processors it selects, but each Processor is independently responsible for its own acts and omissions in performing Services.
7.5 Setoff and Security Interest.
You grant Bank a security interest in your Accounts to secure your obligations under this Agreement, regardless of your contribution to an Account. The security interest is consensual and is in addition to Bank’s common-law right of setoff and any setoff rights Stripe may have.
You grant Bank the right to set off any funds in your Account against an obligation you owe to Bank. The obligations secured by Bank’s security interest and setoff rights include all present and future obligations owed to Bank.
Bank may exercise its setoff rights and security interest without recourse to other collateral, even if doing so causes you to lose interest, have Account transactions returned, incur an early withdrawal penalty, or experience another consequence. If Bank exercises those rights, Bank will notify you to the extent Applicable Law requires.
Bank’s setoff rights and security interest do not apply to an Account expressly held by you, and to which you have access solely in a fiduciary capacity for the express benefit of others. Those rights also may not apply to your Account to the extent Applicable Law specifically prohibits them. Solely for this Section, “Account” includes any account, as that term is defined in Article 9 of the UCC, that you maintain with a Bank Affiliate.
7.6 Account Holds.
If Bank suspects or is alerted to a security breach, fraud, or other apparently unauthorized activity in or affecting your Account, Bank may suspend or freeze the Account or place a hold on some or all funds in the affected Account. Those actions may cause valid transactions to be returned or not processed. You release Bank from all liability for those actions.
7.7 Legal Process.
If your Account becomes subject to a claim, legal process, or legal proceeding (each, a “Claim”), Bank may suspend payment on, freeze, or take other actions regarding any Account Bank believes is affected until the Claim is finally determined or appropriately resolved, regardless of the circumstances. Bank is not liable to you if it acts in good faith.
You may be subject to Bank’s fees and other charges in connection with a Claim against your Account. If Bank is brought into, whether as a named party or other third party, or must initiate a legal proceeding regarding you or your Account, including to collect an Overdraft, you will reimburse Bank, to the extent Applicable Law allows, for reasonable attorneys’ fees and other fees and costs Bank incurs.
Bank may pay funds subject to a Claim to the clerk of an appropriate court so that the court can decide who owns or controls the funds. Bank may also place an Account hold in anticipation of those fees and expenses. Bank is not liable for complying with legal process or if funds are insufficient or subject to another Account restriction because of actions Bank takes in response to legal process.
7.8 Termination.
Bank may close your Account, with or without cause, at any time. Your Account will automatically close if you end your relationship with Stripe. Bank will return a remaining Account balance by electronic funds transfer or check.
You may close your Account at any time after Bank receives written notice and has had a reasonable opportunity to act on it. A zero Account balance alone does not close an Account. Bank’s rights under this Agreement survive the closure or termination of your Account.
7.9 Unlawful Internet Gambling.
Restricted transactions may not be processed through an Account or relationship. A “restricted transaction” includes a transaction or transmittal involving credit, funds, an instrument, or proceeds that a person engaged in the business of betting or wagering knowingly accepts in connection with another person’s participation in unlawful internet gambling.
“Unlawful internet gambling” means knowingly placing, receiving, or otherwise transmitting a bet or wager by any means that involves, at least in part, the internet, where the bet or wager is unlawful under applicable federal or state law in the state or Tribal lands in which it is initiated, received, or otherwise made.
7.10 Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BANK WILL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL (INCLUDING ATTORNEYS’ FEES), PUNITIVE, OR INDIRECT LOSSES OR DAMAGES THAT YOU OR ANOTHER PERSON INCURS OR SUFFERS IN CONNECTION WITH AN ACCOUNT OR YOUR USE OF SERVICES, EVEN IF BANK HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE LOSSES OR DAMAGES OR COULD REASONABLY FORESEE THEM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BANK’S LIABILITY TO YOU ARISING FROM ACCOUNTS OR YOUR USE OF SERVICES IS LIMITED TO ACTUAL MONETARY DAMAGES DIRECTLY RESULTING FROM BANK’S NEGLIGENCE OR WILLFUL MISCONDUCT.
For Payment Orders governed by UCC Article 4A, Bank is liable only for damages UCC Article 4A requires Bank to pay. Bank is not responsible or liable for: (a) an act or omission of your officers, employees, or agents, or a third party other than a Processor; (b) Bank’s failure to act if Bank reasonably believed acting would violate Applicable Law; or (c) the interception of information relating to you or your transactions resulting from your use of the internet or Stripe Dashboard, unless the interception directly results from Bank’s gross negligence or willful misconduct.
7.11 Indemnification.
You will indemnify and hold harmless Bank and its officers, directors, employees, affiliates, shareholders, Processors, and agents from and against Losses arising directly or indirectly from or in connection with: (a) your breach of an obligation to Bank; (b) your violation of Applicable Law; (c) your use of the Account or Services; and (d) Bank’s compliance with or carrying out an instruction, including receiving or originating an Electronic Funds Transfer, or other direction given to Bank in accordance with this Agreement.
You are not required to indemnify Bank for a Loss directly resulting from Bank’s negligence or bad faith.
7.12 Time Limit for Claims.
Except as otherwise specifically provided in this Agreement, you must commence a claim under this Agreement to recover Losses related to your Account or the Services within one year after the event giving rise to the claim first occurs.
7.13 Force Majeure.
Bank is not responsible or liable for a failure, error, malfunction, or delay in carrying out its obligations under this Agreement if it results from a cause beyond Bank’s reasonable control, including fire, casualty, equipment breakdown, failure of telecommunications or third-party data-processing services, internet disruptions, lockout, strike, accident, act of God, terrorism, riot, war, enactment, issuance, or operation of an adverse governmental law, ruling, regulation, order, or decree, or an emergency that prevents Bank from operating normally.
7.14 Governing Law; Venue; Jury Trial Waiver.
This Agreement is governed by and interpreted under Ohio law, including the Ohio UCC as amended from time to time, without regard to Ohio conflict-of-law principles, and applicable federal laws and regulations.
To the extent Applicable Law may be modified or supplemented by agreement of the parties, and this Agreement or another agreement or document applicable to your Account or Services does so, you and Bank agree to that modification or supplement. In that case, Applicable Law includes the applicable law as modified or supplemented.
You irrevocably submit to the non-exclusive jurisdiction of the state and federal courts located in Cincinnati, Ohio. Bank may commence a legal action or proceeding relating to this Agreement in those courts.
EACH PARTY EXPRESSLY, IRREVOCABLY, KNOWINGLY, AND VOLUNTARILY WAIVES THE RIGHT TO A JURY TRIAL IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT BANK WOULD NOT HAVE OPENED OR MAINTAINED AN ACCOUNT FOR YOU WITHOUT THIS JURY-TRIAL WAIVER.
7.15 FDIC Deposit Insurance.
The Federal Deposit Insurance Corporation (“FDIC”) protects depositors of insured banks against loss of their deposits because of a bank failure. The basic amount of deposit insurance is $250,000 per depositor. Coverage depends on account ownership categories and is subject to satisfying FDIC requirements.
7.16 Electronic Signatures and Communications.
The parties agree that this Agreement is entered into on an interstate basis and is subject to the Electronic Signatures in Global and National Commerce Act. This Agreement may be executed electronically.
You agree that Bank may provide Account Information and other records, notices, or disclosures, including information Applicable Law requires Bank to provide in writing, electronically, including through the Stripe Dashboard. Electronic communications include commercially reasonable electronic communication methods Bank uses to deliver visual text or images for display on a computer or mobile-device screen, including email, SMS or other mobile-phone text, and the Stripe Dashboard.
7.17 Entire Agreement.
This Agreement is the entire agreement between you and Bank regarding your Account and supersedes prior representations, understandings, and proposals. There are no oral agreements between you and Bank.
This Agreement is binding on and benefits you, your successors and permitted assigns, Bank, and Bank’s successors and assigns. Bank’s internal rules and procedures are for Bank’s internal benefit only and do not create rights for you.
7.18 Severability.
If a provision of this Agreement, or its application to a person or situation, is invalid or unlawful under Applicable Law, that provision will be deemed modified to comply with Applicable Law. The remainder of this Agreement, and the application of the provision to other persons or situations, will not be affected.
7.19 Inactive Accounts.
If an Account has no withdrawal or deposit activity, and Bank has no contact from you regarding the Account, for six months, Bank may treat the Account as inactive and stop providing Account Information. Service fees and other terms applicable to active Accounts continue to apply while an Account is inactive, except where Applicable Law prohibits them. Inactive Accounts may be subject to additional fees.
Under state abandoned-property laws, Bank may be required to turn over your Account to the state if it has been inactive for the period Applicable Law prescribes.
7.20 Relationship.
The relationship created by a deposit is that of debtor and creditor. Otherwise, the relationship between you and Bank is that of independent contractors. No fiduciary or other special relationship exists except as Applicable Law requires.
7.21 Recording.
You authorize Bank to monitor, record, and retain telephone calls, electronic messages, and other data transmissions at any time without notice and for any reason, including to create a record of instructions regarding your Account. Bank is not required to do so.
7.22 Waiver.
Bank may waive a provision of this Agreement only in writing. A waiver applies only to the provision and the occasion for which it is given. A waiver, or series of waivers, does not create or require a waiver of a provision in the future.
8. FUNDS AVAILABILITY POLICY.
Fifth Third Bank continually works to improve the availability of funds deposited into your Account. This Funds Availability Policy describes when funds you deposit with Bank are available for withdrawal or to pay other Items.
8.1 When Bank Receives Your Deposit.
If you make a deposit on a Business Day before Bank’s cut-off time, Bank will treat the deposit as received on that Business Day. If you make a deposit on a Saturday, Sunday, or federal holiday, Bank will treat the deposit as received on the next Business Day.
8.2 Funds Availability.
Wire transfers and electronic direct deposits to your Account will be available on the Business Day Bank receives the deposit, unless Stripe needs to review the transaction as part of Stripe’s internal anti-money-laundering procedures.
In some cases, deposited funds may not be available according to the timing described above, including if there is suspected fraudulent or erroneous activity or an emergency, such as a failure of computer or communications equipment.
8.3 Foreign Items.
Items drawn on a foreign financial institution are not eligible for deposit.