Last updated: May 13, 2022
These Stripe Treasury Platform Terms (these “Treasury Platform Terms”) apply to you if you have integrated Stripe Connect and wish to participate in offering Stripe Treasury Services to your Platform Merchants. These Treasury Platform Terms are between you and Stripe, Inc. (“Stripe”), and, if you are a Treasury Accountholder, Stripe Payments Company (“SPC”).
When you participate as a platform in offering the Stripe Treasury Services to your Platform Merchants, you expressly agree to these Treasury Platform Terms, the Connect Platform Agreement, and the Stripe Services Agreement, including all updates and modifications Stripe makes to any of them from time to time. These Treasury Platform Terms supplement the Connect Platform Agreement and Stripe Services Agreement, which govern your use of Stripe Services (including Stripe Connect) and are incorporated into these Treasury Platform Terms by this reference. To the extent that there is a conflict between the Connect Platform Agreement or Stripe Services Agreement and these Treasury Platform Terms related to the Stripe Treasury Services, these Treasury Platform Terms will prevail.
“Account Information” means personal or business information you provide on behalf of you or your Connected Accounts to enable Stripe and SPC to (a) determine your eligibility to access and use the Stripe Treasury Services; (b) make the Stripe Treasury Services available to you and Treasury Accountholders; and (c) fulfill their responsibilities to applicable Banks and Networks.
“ACH Network” means the automated clearinghouse payment network Nacha and its member organizations control and manage.
“Applicable Rules” means:
(a) all applicable Laws;
(b) all applicable Payment Method Rules;
(c) the applicable PCI Standards; and
(d) all applicable data protection Laws relating to protecting individuals or processing of Personal Data, including (i) the General Data Protection Regulation (EU) 2016/679 (“GDPR”); (ii) the California Consumer Privacy Act of 2018 (“CCPA”); (iii) any applicable equivalent national Laws or regulations; and (iv) all modifications to or reenactment of the Laws described in (i)-(iii).
“Authorized User” means any person authorized by a Treasury Accountholder under the Treasury Accountholder Agreement to use the Stripe Treasury Services.
“Available Balance” means the amount of funds that is available to be transferred or paid out of your Financial Account.
“Bank” means the FDIC-insured bank through which SPC holds Treasury Accountholder funds.
“Business Day” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by Law to close; and (b) on which the applicable Bank is open to the public for carrying on substantially all of that Bank’s banking functions.
“Controller” means the entity that determines the purposes and means of processing Personal Data.
“Custodial Account” means one of the interest-bearing or non-interest bearing custodial accounts that SPC maintains, in its name, at a Bank for the benefit of Treasury Accountholders.
“Cut-Off Time” means the time by which SPC must receive an instruction or Financial Account Transaction request from you to process that instruction or request on the day it is received.
“Entry” has the meaning given in the Nacha Operating Rules.
"FDIC” means the Federal Deposit Insurance Corporation.
“FDIC Insurance” means deposit insurance the FDIC provides that covers certain types of accounts at FDIC-insured banks.
“Financial Account” means the virtual prepaid access account SPC creates for your use of the Stripe Treasury Services for your use.
“Financial Account Transaction” means an Entry or other transaction in your Financial Account that adds to or subtracts from your Available Balance.
“Hold” means a restriction on the availability of funds in your Financial Account because of a hold placed by SPC resulting from delayed funds availability, a court order or other reasons.
“Independent Controller” means an entity that has an independent purpose and means of processing Personal Data, rather than jointly controlling with another entity the purpose and means of processing Personal Data.
“Legal Process” means (a) any document that appears to have the force of Law that requires SPC to Hold or pay out funds from your Financial Account, including a garnishment, attachment, execution, levy or similar order; or (b) any subpoena, court order or request for information or documents from a governmental authority or arbitration panel relating to your Financial Account.
"Nacha” means the National Automated Clearinghouse Association.
“Nacha Operating Rules” means the rules governing Entries, as published by the National Automated Clearinghouse Association as amended from time to time (https://www.nachaoperatingrulesonline.org/?qr=1).
“Network” means an electronic funds transfer network (including ACH), credit card network, or debit card network that the Stripe Treasury Services uses.
“Product Guidelines” means all product design, marketing, compliance, reporting and other guidelines and requirements established by Stripe, SPC or the applicable Banks from time to time in connection with the Stripe Treasury Services.
“Restricted Business” means any of the categories of businesses and business practices for which the Stripe Treasury Services cannot be used and which are identified on the then-current Stripe Restricted Business list.
“Stripe Treasury Services” means the Services through which a Treasury Accountholder is able to (a) create and maintain a Financial Account that enables that Treasury Accountholder to store, spend, and manage funds; and (b) make electronic payments and funds transfers to and from the Treasury Accountholder’s Financial Account.
“Territory” means the United States and its territories and protectorates (excluding the Northern Mariana Islands until SPC is authorized to provide the Stripe Treasury Services in that jurisdiction).
“Treasury Accountholder” means, as applicable, you if you choose to open your own Financial Account; or a Connected Account who has successfully completed the onboarding requirements described in Section 3.
“Treasury Accountholder Agreement” means the Stripe Treasury Agreement (Connected Accounts).
“Treasury Dashboard” means a user interface SPC provides to enable you to manage your Financial Account.
Other capitalized undefined terms used in these Treasury Platform Terms have the meaning given them in the Connect Platform Agreement or Stripe Services Agreement.
2. The Stripe Treasury Services
2.1 Services Description:
a. SPC, together with applicable Banks, will provide the Stripe Treasury Services to you as a Treasury Accountholder (if applicable) and to Connected Accounts who become Treasury Accountholders as described in these Treasury Platform Terms.
b. The Stripe Treasury Services are money transmission services, and SPC is a licensed money transmitter and registered money services business, as defined under the Applicable Rules.
c. SPC will enable each Treasury Accountholder to use the Stripe Treasury Services to create and maintain a Financial Account.
d. Subject to the Applicable Rules (and, in the case of Connected Accounts who become Treasury Accountholders, the terms of the Treasury Accountholder Agreement), Treasury Accountholders and their Authorized Users will be able to:
(i) add funds to their Financial Accounts via ACH, wire transfer, and other supported funding methods; and
(ii) transfer funds from their Financial Accounts to any account able to receive ACH or wire transfers at any financial institution.
e. You acknowledge that:
(i) SPC and its affiliates are not banks;
(ii) the Financial Account is a virtual prepaid account and is not a demand deposit (checking) account, savings account, or other asset or bank account with SPC, an SPC affiliate, a Bank or a Bank affiliate;
(iii) SPC will act as each Treasury Accountholder’s agent with respect to the Financial Account;
(iv) SPC will select the Bank through which a Treasury Accountholder’s Financial Account is created;
(v) SPC makes no representation about the sufficiency of the capitalization of the Bank where the Treasury Accountholder’s funds are held; and
(vi) SPC may appoint Stripe as its agent or service provider to exercise its rights and perform its obligations under these Treasury Platform Terms, other than money transmission services.
2.2 ACH Access:
a. You understand that, when you use the Stripe Treasury Services, you are the “Originator” (as defined in the Nacha Operating Rules) of the Entries you originate via your Financial Account. You must obtain the consent of each of your payors and payees before originating an Entry over the ACH Network to debit or credit their bank account. You must obtain each consent in a form and manner that complies with the Nacha Operating Rules.
b. You must maintain the security and integrity of all information you collect in the course of making an Entry.
c. In addition to its rights under these Treasury Platform Terms, SPC has the right to suspend your access to the ACH Network if you originate any Entry that results in a Dispute or unauthorized Financial Account Transaction.
2.3 Custodial Accounts; FDIC Insurance:
a. SPC will hold the funds represented in the Financial Accounts in Custodial Accounts for the benefit of Treasury Accountholders.
b. Funds in the Custodial Accounts are expected to be eligible for pass-through FDIC Insurance, up to the then-current per depositor limit. The FDIC Insurance per depositor limit applies to the aggregate of all funds that a particular Treasury Accountholder has on deposit with the relevant Bank as beneficial owner, including any funds in another account with the Bank.
c. FDIC Insurance will apply only to funds that have settled in the Financial Account and will not apply to funds that are provisionally credited to the Financial Account or that are pending but not yet settled. FDIC Insurance coverage is contingent on FDIC determinations as receiver at the time the Bank goes into receivership or other form of insolvency.
2.4 Additional Terms:
a. The Stripe Treasury Services are subject to the requirements of the applicable Banks and the Applicable Rules.
b. Stripe may change these Treasury Platform Terms at any time, solely with prospective effect, and change, discontinue, or impose conditions on use of the Stripe Treasury Services by posting the changes on our website. Stripe will provide you with notice of any changes through the Dashboard, via email, or through other reasonable means. If you are an existing Stripe user, the changes will come into effect 30 days after Stripe posts the changes to our website. However, Stripe may make the changes effective sooner than 30 days after posting the changes if the changes were made to comply with the Applicable Rules or the requirements of a Bank. Your use of the Stripe Treasury Services after the changes come into effect constitutes your acceptance of them.
3. Obligations with respect to Treasury Accountholders
3.1 Access to the Stripe Treasury Services:
a. You must ensure that you and your Connected Accounts do not have access to the Stripe Treasury Services other than in accordance with these Treasury Platform Terms and, in the case of your Connected Accounts, the applicable Treasury Accountholder Agreement.
b. You must not offer, market or otherwise make the Stripe Treasury Services available to your Connected Accounts located outside of the Territory. You must not use, and must ensure that no Connected Account uses, the Stripe Treasury Services outside of the Territory.
3.2 Onboarding Connected Accounts:
a. You must ensure that each Connected Account who wishes to access the Stripe Treasury Services successfully completes the onboarding requirements described in this Section 3. SPC and each applicable Bank must approve you and each Connected Account as part of the onboarding process before using the Stripe Treasury Services.
b. You must:
(i) submit, or ensure that each Connected Account submits, all Account Information SPC and the applicable Banks request to enable SPC to verify and screen your and the Connected Account’s eligibility to access and use the Stripe Treasury Services, and confirm that neither you nor the Connected Account is engaging in a Restricted Business;
(ii) ensure that each Treasury Accountholder that is a Connected Account expressly agrees to the Treasury Accountholder Agreement before using the Stripe Treasury Services. You must ensure that each Treasury Accountholder has an opportunity to review the Treasury Accountholder Agreement before acceptance, so that the Treasury Accountholder Agreement is enforceable against the Treasury Accountholder, and that its acceptance is confirmed, recorded, and can be audited by Stripe;
(iii) inform each Connected Account whether their access to and use of the Stripe Treasury Services has been approved, and promptly notify each Treasury Accountholder if their access to and use of the Stripe Treasury Services is suspended or terminated; and
(iv) notify Treasury Accountholders that are Connected Accounts of any changes to the Treasury Accountholder Agreement, and ensure that those Treasury Accountholders agree to them. If any Treasury Accountholder does not agree to the modified Treasury Accountholder Agreement, then you must immediately stop making the Stripe Treasury Services available to that Treasury Accountholder.
3.3 Responsibility for Treasury Accountholders:
a. You must ensure that Treasury Accountholders that are Connected Accounts, along with their Authorized Users, comply with the Treasury Accountholder Agreement. Upon SPC’s request, you must assist SPC in enforcing the Treasury Accountholder Agreement against the Treasury Accountholders and Authorized Users in accordance with its terms.
b. You must ensure that Treasury Accountholders that are Connected Accounts and their Authorized Users use the Stripe Treasury Services for business purposes only, and not for personal, family, or household purposes.
3.4 User Interface for Treasury Accountholders:
a. You must provide an interface for onboarding Connected Accounts, and allowing onboarded Connected Accounts (i.e., Treasury Accountholders) to manage their Financial Accounts and access and use the Stripe Treasury Services (this user interface, the “UI”).
b. Promptly after Notice from Stripe that Stripe-hosted onboarding is available, you must integrate with the Stripe APIs in accordance with the Stripe Documentation in a way that allows (i) onboarding to be hosted by Stripe or its affiliate; and (ii) account management and access to and use of the Stripe Treasury Services to be hosted by either Stripe or you, at your option.
c. If you elect to host account management and access to and use of the Stripe Treasury Services, then you must pass all information and data that Stripe or SPC makes available for you to pass to Treasury Accountholders to those Treasury Accountholders. You must not alter or delete any of this information and data. You must ensure that all information and data you pass to Stripe or SPC is accurate and complete, including account balances, transaction history, and customer service issues.
d. You must clearly communicate any fees or penalties that you charge to Connected Accounts for Stripe Treasury Services, and whether you are passing through fees Stripe charged or the fees you independently charged.
a. Stripe will make support resources related to your Stripe account and the Stripe Treasury Services available to you through the Stripe Documentation and other pages on the Stripe website. If you continue to have general issues relating to your Stripe account or the Stripe Treasury Services, you may contact SPC and Stripe.
b. You will be responsible for providing all support to Treasury Accountholders and Authorized Users, and you must provide this support in accordance with the Product Guidelines.
4. Suspension and Termination
4.1 Term: The term of these Treasury Platform Terms will begin when you accept these Treasury Platform Terms (in the Dashboard or otherwise) and will end when you or Stripe terminate them as described in these Treasury Platform Terms. You may terminate these Treasury Platform Terms at any time by providing Notice to Stripe and immediately stopping your and your Treasury Accountholders’ use of the Stripe Treasury Services. If you start to use, or your Treasury Accountholders start to use, the Stripe Treasury Services after your notice, then you will be considered to have consented to these Treasury Platform Terms again. These Treasury Platform Terms will automatically terminate if either of the Connect Platform Agreement or the Stripe Services Agreement terminates.
4.2 Suspension of Treasury Services: Stripe and SPC, as applicable, may immediately suspend providing all or any part, as applicable, of the Stripe Treasury Services upon notice to you. Without limiting the foregoing and in addition to Stripe’s rights under the Connect Platform Agreement and Stripe Services Agreement, Stripe or SPC, as applicable, may suspend the Stripe Treasury Services or terminate these Treasury Platform Terms if:
a. Stripe or SPC reasonably believes that you, your Treasury Accountholders or Authorized Users present an unacceptable level of financial, reputational, legal, regulatory or security risk to Stripe, SPC, any Stripe affiliate or any applicable Bank;
b. continued access to or use of all or any part of the Stripe Treasury Services poses a material threat to Stripe’s systems (e.g., DDOS attack);
c. you fail to pay any amounts when due and do not cure that failure within three Business Days after receiving Notice of the failure;
d. you breach any term of these Treasury Platform Terms and do not cure that breach within 10 Business Days after Stripe Notifies you of the breach;
e. a Bank or Network directs Stripe or SPC to do so; or
f. you or your Treasury Accountholders send or receive international wires from or in a Financial Account.
5.1 Relationships with Banks: As between you, SPC and Stripe, SPC will be responsible for all aspects of establishing and managing its relationships with the Banks. SPC will be relying on the applicable Banks to enable SPC to provide or otherwise make available the Stripe Treasury Services. SPC may change Banks or add new Banks from time to time.
5.2 Changes to the Stripe Treasury Services: You must implement and comply with, and ensure that your Treasury Accountholders implement and comply with, any changes to the Stripe Treasury Services, which Stripe or SPC will communicate to youby Notice.
6. Compliance and Marketing
6.1 Generally: You must (a) make the Stripe Treasury Services available to Treasury Accountholders in accordance with the Applicable Rules; and (b) ensure that Treasury Accountholders and Authorized Users access and use the Stripe Treasury Services in accordance with the Applicable Rules. You must not, and must ensure that Treasury Accountholders and Authorized Users do not, take or fail to take any action that could cause Stripe, SPC, a Stripe affiliate or any applicable Bank to violate any Applicable Rule.
6.2 Product Guidelines: You must (a) comply with the Product Guidelines; (b) ensure that Treasury Accountholders comply with all Product Guidelines; and (c) establish, maintain, and act in accordance with a compliance program that will enable and ensure your and each Treasury Accountholders’ compliance with the Applicable Rules, the Product Guidelines and these Treasury Platform Terms. From time to time, Stripe, SPC or the applicable Banks may change or replace the Product Guidelines on notice to you.
6.3 Marketing: You must not distribute or share any marketing materials relating to the Stripe Treasury Services without Stripe’s prior approval. You agree to submit all marketing materials to Stripe using a process Stripe communicates to you. Upon Stripe’s request, you will cooperate with Stripe in good faith in joint marketing campaigns to promote the Stripe Treasury Services.
6.4 Press Releases: You must not issue any press release regarding the Stripe Treasury Services without Stripe’s prior written approval. You must not make any public statement that would disparage Stripe, SPC or their affiliates.
7. Set Up and Operation of Your Financial Account
7.1 Identity Verification:
a. If you decide to open a Financial Account for yourself, you must provide all information SPC and the Bank require to open a Financial Account or add an Authorized User to a Financial Account, including:
(i) your full name and address;
(ii) a government-issued identification number, such as a social security number (“SSN”) or taxpayer identification number (“TIN”); and
(iii) if you are an individual, your date of birth.
b. You must, on SPC’s request from time to time, provide additional information or signatures, or otherwise cooperate with SPC to satisfy all “Know Your Customer” and customer identification requirements under the Applicable Rules.
c. You represent that all information that you provided, or that has otherwise been made available, to SPC in connection with your Financial Account is complete and accurate, including all information pertaining to your country of citizenship, residence, principal place of business, and legal and tax status. You must promptly notify SPC of any changes in that information.
d. You authorize SPC and the Bank to obtain information about you from their service providers and other third parties, including credit reporting agencies and information bureaus. If required, you must authorize and direct these third parties to compile and provide this information to SPC or the Bank, as applicable. You understand that this information may include your name, addresses, credit history, and other data (including Personal Data) about you, your representatives and your owners.
e. SPC may restrict or close your Financial Account if it is unable to obtain information about or related to you that satisfies its “Know Your Customer” and customer identification requirements.
f. By opening a Financial Account, you represent and warrant during the term of these Treasury Terms that neither you nor any beneficial owner of your Financial Account is designated under or covered by any sanctions program administered or enforced by the United States Department of the Treasury, Office of Foreign Asset Control.
7.2 Tax Reporting:
a. You must provide a Form W-9 to SPC at the earlier of (i) account opening or (ii) when interest starts accruing, certifying your TIN to enable SPC to report any interest income paid on your funds held in the Custodial Account and allocated to your Financial Account. Your TIN may be your SSN if the Financial Account is in your name and you are a United States citizen, permanent resident, or otherwise eligible to receive an SSN from the Social Security Administration. If you do not have a TIN, you will be required to obtain an employer identification number, individual tax identification number or other United States tax number before using the Stripe Treasury Services for an interest-bearing account. SPC will not accept a Form W-8 in lieu of a Form W-9.
b. If you are subject to backup withholding or if the Internal Revenue Service (“IRS”) notifies SPC or the Bank that the Bank does not have a correct TIN for you, then SPC may be required to cooperate with the Bank to withhold and remit to the IRS a percentage of any interest paid and allocated to your Financial Account. Amounts withheld are reported to the IRS as federal tax withheld and will be noted on your IRS Form 1099.
c. You are responsible for (i) determining your tax liability related to your Financial Account; and (ii) timely reporting and remitting all taxes due to the appropriate tax authority. SPC or the Bank will disclose to the relevant tax authorities all income derived from the funds held on your behalf in the Custodial Account (if any), if required by the Applicable Rules.
d. You must notify SPC of all changes related to your tax affairs, and provide all information that SPC may request to comply with the Applicable Rules.
e. You agree that SPC may collect certain information from you on behalf of the Bank, and you expressly consent to SPC distributing copies of all tax reporting documents (e.g., 1099s) to you electronically.
7.3 Authorized Users:
a. You authorize SPC to accept instructions from your Authorized Users with respect to Financial Account Transactions, manage your Financial Account, and take other action on your Financial Account. You must provide SPC with all information regarding your Authorized Users, applicable powers of attorney, and the electronic credentials (such as log-ins) with respect to your Financial Account, and you must update that information immediately if it changes.
b. You must notify SPC at least 5 Business Days before making any change to your form of ownership (such as changing from a sole proprietor to a limited liability company or corporation) or your Authorized Users.
c. If you choose to appoint an agent under a power of attorney to manage the Financial Account, the power of attorney must be in a form acceptable to SPC. SPC may rely on a copy of the power of attorney and is not required to confirm its validity.
d. SPC may refuse to comply with your instructions if it believes that:
(i) the instructions are fraudulent or were not authorized by you;
(ii) there are multiple or conflicting instructions;
(iii) your Authorized User or agent is exceeding their authority; or
(iv) complying with the instructions may expose SPC or its affiliates to liability, even if you have otherwise instructed SPC to do so.
e If SPC chooses to comply with your instructions, SPC may impose any condition, including requiring from you a surety bond or an indemnity agreement in a form that is satisfactory to SPC.
f. SPC and its affiliates will not be liable to you for any Losses arising from its refusal to comply with your instructions under Section 7.3(d).
7.4 Accessing Your Financial Account:
a. You can gain access to your Financial Account and the Stripe Treasury Services through the Treasury Dashboard, and any other means SPC may make available to you from time to time. You may use the Treasury Dashboard to view your Account Information and conduct Financial Account Transactions, including adding funds to your Financial Account, transferring funds, and making payments from your Financial Account to third parties. If you use other Services or features made available to you in connection with your Financial Account or the Treasury Dashboard, as applicable, additional terms may apply to those services or features.
b. You must use the Treasury Dashboard only as described in the documentation that SPC makes available to you.
7.5 Account Security: You must keep your account credentials and the devices on which you access your Financial Account secure and confidential at all times. If there has been unauthorized access to your credentials, then you must notify SPC at firstname.lastname@example.org, and are responsible for all Financial Account Transactions initiated before you notify SPC of the unauthorized access.
7.6 Restrictions on use of the Financial Account:
a. By agreeing to these Treasury Platform Terms, you represent that you are engaged in a commercial business enterprise organized or operating in the Territory and you reside in the Territory, and warrant that during the term of these Treasury Platform Terms you will not operate outside the Territory or reside outside of the Territory. The Stripe Treasury Services are not available to owners of Financial Accounts who reside outside the Territory.
b. You must use the Stripe Treasury Services only for business purposes and not for personal, family, or household purposes.
c. Your Financial Account is denominated in U.S. Dollars only. Financial Account Transactions in other currencies are not permitted.
d. You must not use the Financial Account to send or receive a payment to or from any bank account or any wire transfer provider located outside the Territory.
e. You must comply with all Applicable Rules in connection with your use of the Stripe Treasury Services.
f. You must not use your Financial Account to conduct any criminal or other illegal activity, including unlawful internet gambling, money laundering, bribery, and other financial crimes. By agreeing to these Treasury Platform Terms, you represent, and warrant during the term of the Treasury Platform Terms, that no funds in your Financial Account, and no funds transferred into your Financial Account, are or will be proceeds from any criminal activity.
g. You must not use the Stripe Treasury Services to enable any person (including you) to benefit from any Restricted Business.
a. as necessary to open the Financial Account and complete Financial Account Transactions;
b. in connection with the investigation of any claim you initiate;
c. to comply with Law and governmental authority, arbitration and court orders (including subpoenas); and
d. in connection with the Bank’s legal reporting obligations.
7.8 Legal Process:
a. You authorize SPC to comply with each Legal Process relating to you or your Financial Account that SPC receives, without having to determine whether that Legal Process was validly issued or enforceable.
b. If a Hold is in effect, SPC will continue to charge all applicable fees, even though your Financial Account cannot be closed.
c. SPC may charge you a fee for, and recover SPC’s costs and expenses incurred in, complying with each Legal Process. If the Applicable Rules permit, SPC will deduct those fees, costs and expenses from your Available Balance.
7.9 Abandoned Property: If your Financial Account is presumed to be abandoned under the Applicable Rules, SPC will turn over the Available Balance (excluding funds subject to pending debit Financial Account Transactions or Holds) to the appropriate governmental body in the Territory in accordance with the Applicable Rules. You must follow the procedures that governmental authority specifies to obtain your funds.
8. Adding Funds to and Transferring Funds from Your Financial Account
8.1 Available Balance: Solely for the purpose of determining whether funds are available to be transferred or paid out of your Financial Account, the Available Balance is increased by the amount of any pending provisionally credited Financial Account Transactions (excluding pending returns) in your Financial Account, and decreased by the amount of Holds on funds in your Financial Account. You can view your Available Balance on the Treasury Dashboard.
8.2 Adding Funds to Your Financial Account:
a. You may add funds to your Financial Account by a Financial Account Transaction (such as a direct deposit or an electronic transfer from an external account you own), wire transfer, or from another account at the Bank.
b. You authorize SPC to act on your behalf as your agent with regard to processing and collecting your Financial Account Transactions. SPC is not liable to you or to any third party for Losses that occur during the collection of Financial Account Transactions outside SPC’s direct control. SPC is not liable to you or to any third party for (i) any correspondent bank’s negligence or failure, or (ii) funds lost in transit. SPC has the right to endorse any credit Financial Account Transaction you present to be added to your Financial Account. If there is a qualified endorsement on a credit Financial Account Transaction, SPC may place your unqualified endorsement on the credit Financial Account Transaction.
c. All Financial Account Transactions credited to your Financial Account are provisionally credited subject to final settlement. If SPC permits you to transfer funds from your Financial Account before final settlement has been made for any provisionally credited Financial Account Transaction, and final settlement is not made, SPC has the right to charge your Financial Account, obtain a refund from you, or charge back any provisionally credited Financial Account Transaction at any time before final settlement. Except to the extent attributable to SPC’s lack of good faith or gross negligence, SPC is not liable for any Losses resulting from any reversal of credit, return of any Financial Account Transaction, or from exercising any of SPC’s rights.
d. SPC may not immediately inform you of its receipt of added funds into your Financial Account. However, you can confirm via the Treasury Dashboard whether SPC has received a Financial Account Transaction adding funds to your Financial Account.
8.3 Transfers from your Financial Account: By initiating a transfer from your Financial Account via your Treasury Dashboard, you authorize SPC to make the Financial Account Transaction you specify. SPC may deduct from your Available Balance the amount of each transfer that you initiate or approve, even if the transfer has not yet been completed. SPC may refuse any transfer by any method that SPC does not specifically permit for your Financial Account, that does not include all information SPC or the Bank requires, or that would exceed any applicable frequency or transaction amount limits on your Financial Account.
8.4 Additional Financial Account Transaction Terms and Conditions:
a. Funds Availability.
(i) SPC establishes Cut-Off Times for various Financial Account Transactions. SPC will provide those Cut-Off Times to you through the Treasury Dashboard or otherwise in writing. Funds from ACH, wire transfer or transfer from an account with the Bank that SPC receives before the Cut-Off Time on a Business Day will be available on that day. All requests that you make via the Treasury Dashboard to transfer funds from your Financial Account must be received by SPC before the Cut-Off Time to be initiated on that Business Day. Transfer requests that SPC receives on or after the Cut-Off Time or on a day that is not a Business Day generally will be initiated on the next Business Day. SPC reserves the right to change the Cut-Off Time. Any change to the Cut-Off Time will be effective immediately and without notice to you. You may contact SPC at any time to verify the Cut-Off Time.
(ii) SPC may Hold funds transferred to your Financial Account by ACH, wire transfer or transfer from a Financial Account with the Bank in certain situations when SPC has reasonable cause to doubt collectability, concern about potential fraud, including for new Financial Accounts and large transfers of funds, or concerns about compliance with the Applicable Rules. SPC may place a Hold for more than your Available Balance.
b. Account Numbers. If you instruct SPC to make a transfer, SPC and any other person involved in the Financial Account Transaction may rely on any routing number and account number that you provide. If the transfer instruction gives both a routing number or account number and a name, and the name identifies a different person from the bank or account owner identified by the number, SPC and any other person that handles the instruction may still rely exclusively on the number. SPC is not responsible for detecting any inconsistency between the routing number or account number and the name.
c. Processing Order. SPC will process your Financial Account Transactions on each Business Day in the following order:
(i) first, transfers to your Financial Account SPC receives before the Cut-Off Time, but any amounts credited to your Financial Account are provisionally credited until those funds clear; and
(ii) second, transfers from your Financial Account (e.g., transfers from and other Financial Account Transactions resulting in deducting funds from your Financial Account) received by SPC by the Cut-Off Time will be processed in the order in which SPC receives them.
Reversals of provisional credits may occur at any time during this process. SPC reserves the right to use a different processing order if the Applicable Rules require.
d. No Overdrafts. There is no overdraft feature associated with your Financial Account. If your Available Balance is not sufficient to pay for each Financial Account Transaction in the order it is processed, SPC may, in SPC’s sole discretion, return or reject the Financial Account Transaction, and your Financial Account may become overdrawn. SPC does not impose a fee when it returns or rejects a Financial Account Transaction for which there are insufficient funds. However, third parties may impose a fee or other charge (such as penalty interest) for dishonored or late payments, and you are solely responsible for those fees and charges. All amounts credited to your Financial Account are provisionally credited until the applicable funds clear. If SPC chooses to allow you to draw on any provisional credit to transfer funds from your Financial Account and the provisional credit is subsequently not cleared, then you will be liable to SPC for the amount of the drawn provisional credit, collection costs, attorneys’ fees, and all other Losses SPC incurs in allowing the Financial Account Transaction to proceed.
e. Your Right to Stop Payment. If you wish to stop any scheduled or preauthorized transfer from your Financial Account, then you must give SPC instructions to do so no later than 3 Business Days before the Financial Account Transaction is scheduled to be made. If you scheduled or preauthorized the transfer via the Treasury Dashboard, then you may change or cancel the transfer via the Treasury Dashboard no later than 3 Business Days before the Financial Account Transaction is scheduled to be made.
f. SPC’s Right to Refuse. To the extent not prohibited by any Applicable Rule, SPC reserves the right to refuse to complete any Financial Account Transaction, including:
(i) if your Financial Account has insufficient funds to cover a Financial Account Transaction;
(ii) if SPC is unable to verify the ownership of or other information about your Financial Account, or the individual or entity to or from which the funds will be transferred;
(iii) to protect the security of your Financial Account and SPC’s systems; or
(iv) if the Financial Account Transaction would violate these Treasury Platform Terms or the Applicable Rules.
g. Financial Account Transaction Limitations. Your Financial Account is subject to limitations on the number of Financial Account Transactions you may make from your Financial Account and the maximum amount of each Financial Account Transaction. SPC may allow Financial Account Transactions that exceed applicable limits in SPC’s sole discretion, or temporarily reduce your limits from time to time without Notice (unless the Applicable Rules require otherwise). The limits are described on the Treasury Dashboard and SPC may change them at any time.
8.5 Reviewing Your Financial Account Transactions:
a. You must review your Financial Account history and each Financial Account Transaction as soon as possible. You must promptly notify SPC of any errors or discrepancies, and in any case within 30 calendar days (or, if applicable, a longer period permitted by the Applicable Rules), after SPC makes the Financial Account history available to you.
b. If you believe an unauthorized Financial Account Transaction has been made on your Financial Account, then you must notify SPC immediately, and in any case within 1 calendar day after you become aware. When you report an unauthorized Financial Account Transaction, you must submit a written statement with details about the unauthorized Financial Account Transaction if SPC requires this statement.
c. If you fail to notify SPC as required under this Section 8.5, then any Losses you suffer as a result of the unauthorized Financial Account Transaction may not be recoverable, or recovery may be more time consuming or difficult.
d. You must assist SPC in the investigation of claims for unauthorized Financial Account Transactions and related prosecution by completing the appropriate statements and reports SPC reasonably requests.
e. You are responsible for all Financial Account Transactions on your Financial Account, whether or not they are authorized.
8.6 Withholding of Financial Account Transactions: If you or anyone else asserts a claim to SPC with respect to any Financial Account Transaction after final payment alleging that the Financial Account Transaction was altered, contained a forged or unauthorized signature or endorsement, or was not properly payable for any reason, then SPC reserves the right to withhold the amount of the Financial Account Transaction from your Financial Account pending completion of an investigation and until the claim is finally resolved.
8.7 Liability in relation to Financial Account Transactions: SPC and its affiliates are not liable for:
a. any failure to complete a Financial Account Transaction on your Financial Account if SPC Notifies you that the Financial Account Transaction was not completed;
b. any failed Financial Account Transaction if you do not have sufficient funds in your Available Balance to cover the Financial Account Transaction, if circumstances beyond SPC’s control prevent the Financial Account Transaction, if a payee requests authorization for an amount greater than the authorized Financial Account Transaction amount, or if there are other exceptions stated in these Treasury Platform Terms or the Applicable Rules;
c. any Losses you suffer resulting from SPC’s decision to refuse to pay or decline any Financial Account Transaction;
d. any Losses you suffer resulting from your failure to notify SPC of any errors, discrepancies or unauthorized Financial Account Transactions as required under Section 8.5; or
e. any Losses you suffer resulting from SPC completing a Financial Account Transaction or otherwise acting in reliance upon any incorrect or incomplete information you provided or that was made available to SPC.
8.8 ERISA: By accepting these Treasury Platform Terms, you represent, and warrant during the term of these Treasury Platform Terms, that you will not loan funds to your Financial Account or otherwise deliver property to SPC on behalf of:
a. an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, 29 U.S.C. Chapt. 18 (“ERISA”), that is subject to Part 4 of Subtitle B of Title I of ERISA;
b. a “plan” within the meaning of Section 4975I(1) of the Internal Revenue Code, 26 U.S.C. Title 26 (the “Code”), to which Section 4975 of the Code applies;
c. an entity whose underlying assets constitute “plan assets” subject to Title I of ERISA or Section 4974 of the Code by reason of Section 3(42) of ERISA, U.S. Department of Labor Regulation 29 C.F.R. § 25.10.3-101 or otherwise; or
d. a “governmental plan” (as defined in ERISA or the Code) or another type of plan (or an entity whose assets are considered to include the assets of a governmental plan or other plan) that is subject to any Law or restriction that is substantively similar or of similar effect to Section 406 of ERISA or Section 4975 of the Code.
You will promptly notify SPC if you breach this Section 8.8.
9. Fees and Interest
a. You must pay in a timely manner all fees (if any) owed to SPC under these Treasury Platform Terms or any related fee schedule or Stripe under the Stripe Services Agreement. SPC will disclose in writing all applicable fees (if any) you will owe for use of the Stripe Treasury Services when you request the Stripe Treasury Services, or if the fees change or later come into effect for the Stripe Treasury Services, before those fees come into effect.
b. You are liable to SPC for all Losses that SPC incurs as a result of any dispute involving your Financial Account, including Losses that SPC incurs as a result of relying on your representations or instructions, to the extent the Applicable Rules permit, and you authorize SPC to deduct those Losses from your Financial Account with or without prior notice to you.
c. SPC may deduct all fees you owe SPC (if any) from the funds in the Financial Account, even if the deduction causes an overdraft. Alternatively, SPC may invoice you for some or all of the fees payable by you on a monthly basis in arrears, and you must pay the fees within 30 days after the date of the invoice.
9.2 Interest on your funds:
a. Unless SPC advises you otherwise, you will not earn interest on the funds in your Financial Account.
b. If SPC at its discretion decides to establish an interest-bearing Custodial Account and informs you that your Financial Account will bear interest, then SPC will allocate accrued interest under that Custodial Account in the proportion that your average daily balance during the preceding month bears to funds that are held in that Custodial Account over the same time period and calculated on the same basis. SPC will allocate interest to your Financial Account only in whole cents. Any fractional amount of the interest amount that would otherwise be credited to your Financial Account that is less than half of one cent will be rounded down and the remainder will be carried over to the following month, and any fractional amount of the funds equal to half of one cent or more will be rounded up and the difference will be carried forward as negative accrual to the following month.
9.3 Setoff and Security Interest:
a. To secure any debt that you may owe to SPC, SPC affiliates, or the respective service providers of each (either now or in the future, including any amounts owed to SPC that arose from overdrafts or any drawn provisional credit under Section 8.4(d)), you grant SPC a first-priority security interest in, lien on and right of setoff against, all of your rights in, to or under the following collateral:
(i) your Financial Account;
(ii) the funds SPC holds on your behalf in the Custodial Account (if any);
(iii) any interest or income arising from the Financial Account or the funds in that account, any property acquired with the Financial Account or those funds, and any related rights related to the Financial Account or those funds; and
(iv) the funds in your Stripe Account (if any).
b. You must not grant a security interest in, lien on or right of setoff against, any collateral described in Section 9.3(a) to any other person.
c. The debts that are secured by this security interest, lien and right of setoff include overdrafts and fees that you may owe in relation to your Financial Account, as well as amounts owed to SPC by another person or entity if you have guaranteed that you will pay their debts. If a debt like this is due or overdue, SPC may use the funds in your Financial Account to pay all or part of the debt.
d. SPC’s security interest will be governed by the California Uniform Commercial Code. The local Law of the Bank’s jurisdiction that applies to the funds SPC holds on your behalf in the Custodial Account will be those of the state in which the Bank is headquartered.
e. You acknowledge that SPC has control over the funds it holds on your behalf in the Custodial Account. You agree that SPC may file financing statements under the California Uniform Commercial Code to perfect the security interest provided by this Section 9.3 in the places, in the form and to the extent it considers necessary or appropriate. SPC will have all the rights of a secured party under the California Uniform Commercial Code with respect to this security interest.
10. Restricting or Closing Your Financial Account
10.1 Restricting Your Financial Account: SPC may, in its sole discretion, decline, delay, freeze or reverse a Financial Account Transaction or part of a Financial Account Transaction, restrict access to your Financial Account or information on your Financial Account, or remove funds from your Financial Account to hold them pending investigation to protect you or SPC, or to comply with the Applicable Rules or other legal obligation. Examples of circumstances where SPC may exercise rights under this Section include the following:
a. you maintain your Financial Account at zero balance for at least 90 consecutive days;
b. your Financial Account has been inactive for at least 12 months;
c. you breach Section 7.6;
d. your Financial Account is involved in any legal process (such as a garnishment, attachment, execution, levy or similar order);
e. SPC receives conflicting information or instructions regarding ownership, control, or activity of your Financial Account;
f. SPC suspects that you may be the victim of a fraud, scam, or financial exploitation, even though you have authorized the Financial Account Transaction;
g. SPC suspects that any Financial Account Transaction involving you or your Financial Account may involve illegal activity or may be fraudulent; and
h. SPC needs to minimize the risk of Losses to SPC and its affiliates.
10.2 Replacement Financial Account:
a. SPC may, in its sole discretion, transfer your account information and documentation to a replacement Financial Account and account number, including if your Financial Account is reported as compromised, or if SPC reasonably believes it is necessary to protect your Financial Account’s security.
b. SPC may move SPC’s Custodial Accounts (and therefore your Financial Account) to a different financial institution in SPC’s sole discretion.
10.3 Closing Your Financial Account:
a. SPC may close your Financial Account at any time for any reason upon Notice to you.
b. You may close your Financial Account at any time by giving 30 days’ written notice to SPC. During this 30-day period, you will have the right to transfer funds from your Financial Account as long as the transfer is done in compliance with these Treasury Platform Terms.
c. SPC is not required to close your Financial Account at your request if you have pending Financial Account Transactions, if there is an overdraft on your Financial Account, or if your Financial Account is subject to Legal Process. In those cases, SPC will restrict your Financial Account against all future withdrawals other than under Legal Process until pending Financial Account Transactions are paid or returned, the account balance is no longer negative, and any legal restriction has been released. If your account balance is greater than $0, after SPC deducts fees, expenses, claims and other deductions that SPC has the right to make, SPC may require you to withdraw the remaining balance before SPC closes your Financial Account.
d. After your Financial Account is closed, SPC has no obligation to accept funds into your Financial Account, process Financial Account Transactions through the Financial Account on your behalf, or satisfy any outstanding demands for payment, but SPC may reopen your Financial Account if SPC receives funds payable to your Financial Account.
e. SPC will not be liable to you or to any third party for not honoring any Financial Account Transaction or other debit linked to your Financial Account and presented for payment after your Financial Account has been closed.
f. After your Financial Account is closed, you will retain access to your Financial Account history for 60 days.
10.4 Adverse Claims: If there are conflicting instructions with respect to your Financial Account or if there is any dispute regarding your Financial Account, then without limiting SPC’s rights under these Treasury Platform Terms, SPC may place your funds in the hands of a court for resolution. If any person notifies SPC of a dispute, SPC does not have to decide if the dispute has merit before SPC takes further action. SPC may exercise any of these rights without Notice to you.
11. Data Use.
11.1 Roles and Responsibilities: Stripe is a Processor for the purpose of processing Personal Data in connection with providing the Stripe Treasury Services to you, the Controller. Separately, where Stripe processes Personal Data for an independent purpose to fulfill its own or any Bank’s obligations or to improve its own services, you and Stripe are Independent Controllers.
12. Representations and Warranties
In addition to the representations and warranties you make in the Connect Platform Agreement and Stripe Services Agreement, you represent, and warrant during the term of these Platform Treasury Terms, to Stripe that you (a) comply with, and will ensure that your third party service providers comply with, PCI-DSS and PA-DSS, as applicable; and (b) do not and will not engage in activity that any Network identifies as damaging to its brand. You must not make any representations or warranties to any third party concerning the Stripe Treasury Services.
13. Additional Indemnification.
In addition to your indemnification obligations under the Connect Platform Agreement and Stripe Services Agreement, you will indemnify and defend the Stripe Entities from and against all damages, liabilities, costs, expenses (including reasonable legal fees), penalties and fines paid or incurred by the Stripe Parties to the extent arising out of (a) your breach of these Treasury Platform Terms; (b) your, a Treasury Accountholder’s or Authorized User’s use of the Stripe Treasury Services, including any act or omission by you, a Treasury Accountholder or an Authorized User related to the Stripe Treasury Services; (c) inaccurate or incomplete information provided, including through the UI, to Stripe, SPC or the applicable Bank by or on behalf of you or any Treasury Accountholder; (d) your failure to acquire binding acceptance of any Treasury Accountholder Agreement by the applicable Treasury Accountholder; (e) a Treasury Accountholder’s breach of the Treasury Accountholder Agreement; and (f) any negative balances or other financial damage (including fraud and chargebacks) caused by you or your Treasury Accountholders’ use of the Stripe Treasury Services. This Section 13 does not apply to the extent the Losses result from a Stripe Entity’s gross negligence or willful misconduct.
14. Limitation of Liability.
Without limiting any other applicable exclusions or limitations of liability, to the extent permitted by the Applicable Rules, the aggregate liability of the Stripe Entities for any failure to stop payment on a Financial Account Transaction, or for paying a Financial Account Transaction bearing an unauthorized or forged signature or endorsement will be limited to the face value of the Financial Account Transaction.
15.1 Assignment: SPC may transfer, sell, or assign the Financial Account, the Custodial Account, or any other rights or obligations under these Treasury Terms and if it does so, SPC will provide reasonable Notice. You must not transfer, sell, or assign the Financial Account or these Treasury Terms or any rights under these Treasury Terms to another person or entity. Any assignment in violation of this section will be void.
15.2 Entire Agreement: These Treasury Platform Terms, the Connect Platform Agreement and the Stripe Services Agreement, along with the Product Guidelines, represent the entire agreement between the parties pertaining to the Stripe Treasury Services. Nothing in these Treasury Platform Terms serves to establish a partnership, joint venture, or other agency relationship between Stripe or SPC and you, or with any Bank.
15.3 Survival: All provisions of these Treasury Terms that give rise to a party’s ongoing obligation will survive termination of these Treasury Terms, including Sections 3.3, 4.1, 8, 9, 11, 13, 14 and 15.