Version 7.1.0
Last updated September 14, 2026
PART I. GENERAL PROVISIONS
A. UNDERSTANDING THIS AGREEMENT
1. INTRODUCTION: This Deposit Account Agreement (the "Agreement") contains the terms and conditions governing your business deposit account ("Account"), which is offered and provided by Lead Bank and serviced by Under Technologies, Inc., DBA Rho Technologies ("Rho"). "Lead Bank," "Bank," "we," "us," and "our" refer to Lead Bank, its affiliates, successors, or assignees. "You" and "your" refer to the legal entity that maintains one or more Accounts with us and, as applicable, the individual authorized to execute this Agreement on your behalf. Your Account is governed by a Funds Availability Policy, Privacy Notice, and various other disclosures, all of which, as they may be amended from time to time, are collectively referred to as "Account Disclosures" and are incorporated herein by reference.
2. RHO AS PROGRAM MANAGER: Rho is not a bank and your Account is established and maintained exclusively by Lead Bank. Rho is a non-bank financial technology company that acts as our program manager and service provider in connection with deposit accounts we provide to Rho users. In that role, Rho provides certain technology services, including providing access to your Account through Rho's website and mobile app (together, the "Platform"). Through the Platform, you can manage your Account, make deposits, and conduct other Account-related transactions and activities. Fees related to your use of the Account are disclosed by Rho via the Platform. In addition, Rho performs other Account management and customer service functions, as described in greater detail throughout this Agreement.
3. LEGAL EFFECT OF PROVISIONS IN THIS AGREEMENT: This Agreement and the Account Disclosures, together with any changes we may later make to them, serve as Lead Bank's agreement with you governing your Account. By accepting the terms of this Agreement, you are entering into a legally binding contract that can only be modified as provided in this Agreement. In establishing an Account with us, you acknowledge and agree that our relationship with you is that of debtor and creditor and that we are in no way acting as a fiduciary for you or for your benefit, even if your Account is titled a "trust account" or similar designation. We owe you only a duty of ordinary care. You should READ and RETAIN this Agreement so that you can refer to it whenever you have a question about your Account. If you have any questions concerning your accounts, please email Rho client support at clientservice@rho.co.
4. EFFECT OF STATE AND FEDERAL LAWS AND REGULATIONS: Your relationship with Lead Bank is governed primarily by this Agreement, but it is also governed by the laws of the United States; the rules and regulations of the Board of Governors of the Federal Reserve System and various Federal Reserve Banks; the rules and regulations of other proper bank supervisory authorities and other governmental agencies; and the laws of the state of Missouri . Your Account is deemed to "reside" in Missouri. If state and federal law are inconsistent, or if state law is preempted by federal law, federal law governs. If any terms of this Agreement are found to be in violation of, or restricted by, applicable laws or regulations, those terms will be construed so as to conform to such law or regulation, but the rest of this Agreement will not be affected by such laws or regulations and will remain in full force and effect.
5. HEADINGS: The headings in this Agreement are for reference only. They do not limit the terms or provisions set forth herein. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so the singular includes the plural and the plural includes the singular. In some sections we provide examples. The examples are for illustrative purposes only and do not cover all of the situations that are covered by the section.
6. IMPORTANT DEFINITIONS:
Authorized Signer: An individual you have authorized to sign checks drawn on your Account, initiate transactions on your Account, endorse checks payable to your Account, execute any agreements or documents relating to your Account, close your Account, or take any other actions to manage your Account.
Business day: For purposes of this Agreement, our business days are Monday through Friday, excluding bank holidays. Our business days are subject to change, from time to time, at our discretion. Except to the extent additional notice is required by law, any change in our business days or cutoff hour becomes effective on the day the new business days or cutoff hour is posted or otherwise communicated.
Item: All orders and instructions for the payment, transfer or withdrawal of funds from an Account, including, but not limited to, any check, Automated Clearing House ("ACH") transaction, and fund transfers.
Principal Owners: With respect to a legal entity: (a) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (b) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.
User: An individual you have authorized to access your Account through the Platform.
B. YOUR ACCOUNT
7. OPENING AN ACCOUNT: We will open your Account when you have received and agreed to the terms of this Agreement; we have confirmed your identity and approved your application; and we have received any other documents that we may require to establish the Account. However, if we open the Account on our records and accept any deposit or process any other transaction, your Account will be considered open and subject to the terms of this Agreement. If you do not furnish us any information or document required of you in this Agreement, we have the right to close your Account at any time.
8. CONSENT TO GATHER INFORMATION: You authorize us to obtain information about you from credit reporting agencies and other third parties at the time you submit your application for an Account and, from time to time, thereafter, to verify your identity and the identities of your Principal Owners, review your credit history, and confirm Account relationships. We have the right to report information about your Account to any credit reporting agency or to anyone to whom you give us as a reference. We may share client transaction and experience information with our affiliates.
9. IDENTIFICATION NOTICE (USA PATRIOT ACT): To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. When you open an Account, we will ask for your company name, address, and EIN or Tax Identification number to allow us to identify you. In addition, we will request such information as is needed to verify the identities of your Principal Owners. We may also ask to see a driver's license or other documents to show your existence as a legal entity.
10. COMPLIANCE: You agree to comply with applicable laws and regulations including United States economic sanctions laws and regulations. You may not use your Account or related services for any illegal transactions or activity. We have the right to suspend use of your Account and prevent any transactions from occurring if we suspect there is fraud associated with your Account.
11. OUR MODIFICATION OF THE AGREEMENT: We reserve the right to modify the terms in this Agreement at any time and from time to time. Our ability to modify the terms of the Agreement includes the right to increase or decrease any fees, minimum balance/deposit requirements, limits on transactions, or any other term or condition to which your Account is or may be subject, as well as to establish new fees, requirements, terms or conditions. We may make changes without prior notice to you unless otherwise required by applicable law. If we are required by applicable law to provide prior written notice, we may modify the terms of this Agreement by electronic or paperless delivery of a notice of such modifications. You agree that failure to close your Account by the effective date of any such modification evidences your agreement to the modification as of the date associated with the modification.
12. TERMINATION OF AGREEMENT/CLOSING OF YOUR ACCOUNT: This Agreement can be terminated and/or your Account can be closed by either you or us at any time. You may terminate and/or close your Account through the Platform, or by emailing Rho client support at clientservice@rho.co. Such a termination will not release you from any fees or other obligations incurred before the termination, those you incur in the process of closing out your Account, or for your liability on outstanding items or other items we have handled as agent for you. You agree that notice of termination of this Agreement and/or closure of your Account by us will be reasonable if it is sent to your email address as shown on our records at least ten (10) days prior to the date of the termination. You also agree that we may terminate this Agreement and/or suspend or close your Account without giving you prior notice if your Account has been overdrawn for a period of ten (10) consecutive days; if we have reason to believe that you are using your Account to facilitate a fraud or other crime; or if you violate the Terms of Service you entered into with Rho (the "Rho Terms of Service"). We may also terminate this Agreement if the Rho Terms of Service are terminated for any reason. We may require you to close your Account and to open a new Account if: (1) there is a change in an Authorized Signers or User, (2) there has been a forgery or fraud reported or committed involving your Account, (3) any provision of this Agreement is violated, (4) any checks associated with your Account are lost or stolen, or (5) your non-public information has been compromised. We are not responsible for payment of any withdrawal or other item once this Agreement is terminated and/or your Account is closed.
This Agreement continues to govern matters related to your Account even after your Account closes.
C. NOTICES, STATEMENTS, AND OTHER COMMUNICATIONS
13. NOTICES: All notices, questions, and other communication concerning your Account should be directed to Rho client support at clientservice@rho.co.
Any written notice you give us is not effective until two (2) business days after we receive it, not counting the actual day of receipt, provided that we may recognize such notice earlier. Any written notice we send you is effective when sent to you via the address or email address in our records. You are responsible for notifying us of any change in your address or email address or phone number. For Accounts with more than one Authorized Signer, notices we send to an address or email address in our records are binding on all Authorized Signers. We may include a notice on your statement.
If a notice is returned to us undelivered, the change described in the notice is still effective and you are bound by it.
14. ELECTRONIC AGREEMENTS: You agree that we may make agreements with you by electronic means. Your authorization and consent to such an agreement, or your delivery of instructions, may be made by use of certain numbers, codes, marks, signs, personal identification numbers ("PINs"), public or private keys, or other means acceptable to you and us, to establish your identity and acceptance of the electronic communications. All electronic communications and agreements will be deemed to be valid and authentic, and you intend and agree that those electronic communications and agreements will be given the same legal effect as written paper communications signed by you. You agree that electronic copies of communications and agreements are valid, and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.
By opening this Account you are acknowledging and agree to receive all of your Account agreements, and other documents, disclosures, statements and notices associated with your Account electronically.
15. YOUR WAIVER OF CERTAIN NOTICES: You waive notice of non-payment, dishonor, or protest regarding any items credited to or charged against your Account. For example, if a check you deposit is dishonored and returned to us, we are not required to notify you of that dishonor.
16. LOST CHECKS: You agree to notify us promptly if any of your checks are lost or stolen.
D. ABANDONMENT OF ACCOUNT
17. ESCHEAT IN GENERAL: The balance in your Account may become unclaimed funds escheatable to the state of your last known address as shown by our records, if you have not, within the statutory period, caused any activity or received any payments with regard to the Account, indicated any interest in the Account, corresponded with us concerning the Account, or transacted any business on the Account with us.
If your Account is inactive, with no deposits or withdrawals being made for a period of two (2) years, your Account will become dormant. An Abandoned Account Processing fee will be charged to your Account before the funds are escheated to the state. This service charge is not refundable or otherwise restored to you. The Bank may stop posting statements if your Account is dormant for more than two (2) years.
E. RESOLVING DISPUTES
18. ARBITRATION: Any dispute(s) concerning your Account will be decided by arbitration under the commercial arbitration rules of the American Arbitration Association. Arbitration involves the review and resolution of the dispute by a neutral party. Neither you nor we will have the right to litigate such claims in court or to have a jury trial on such claims. In addition, you will not have the right to participate as a representative or member of any class of claimants pertaining to any dispute subject to arbitration. The arbitrator's decision generally will be final and binding.
CLASS ACTION WAIVER: YOU AND WE AGREE THAT NO DISPUTES MAY BE ARBITRATED ON A CLASS ACTION BASIS. ARBITRATION CAN ONLY DECIDE YOUR OR OUR INDIVIDUAL CLAIMS AND SUCH CLAIMS MAY NOT BE CONSOLIDATED OR JOINED WITH CLAIMS OF OTHER PERSONS WHO MAY HAVE SIMILAR CLAIMS.
Any arbitration hearing that you attend will take place in the federal judicial district where you reside. This arbitration provision shall survive closure of your Account or termination of all business with us.
19. WAIVER OF TRIAL BY JURY: To the extent permitted by law, if any dispute or claim results in a lawsuit, you and we knowingly and voluntarily agree that a judge, without a jury, will decide the case. The trial will be brought individually and not as part of a class action. If it is brought as a class action, it must proceed on an individual (non-class, non-representative) basis. YOU KNOWINGLY AND VOLUNTARILY AGREE THAT YOU AND WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN ANY CLASS ACTION LAWSUIT.
20. YOUR INDEMNIFICATION OBLIGATIONS AND LIMITATIONS ON OUR LIABILITY: You agree to indemnify and hold us, our officers, directors, employees and agents harmless from any and all losses, or claims of any kind arising in connection with the services provided under this Agreement, except those losses, claims, and expenses (including attorney's fees and costs) arising out of our gross negligence or willful misconduct. You further agree to indemnify and hold us, our officers, directors, employees and agents harmless from any and all losses or claims of any kind arising out of actions we take or omit to take in good faith reliance upon instructions from you. You also agree to hold us harmless for failing to act on your instructions when we reasonably believe such instructions would cause us to be exposed to civil or criminal liability.
You agree that if we do not properly complete a transaction according to this Agreement, we will not be liable in any event for losses or damages in excess of the amount of the transaction, and we will not be liable if circumstances beyond our control prevented the transaction, or if the transaction is prevented because the funds in your Account are or may be subject to legal process or other claim. We are not responsible or liable for any other entity's (not under our direct control) acts or omissions including, without limitation, any Federal Reserve Bank or transmission or communication facility.
EVEN IF LIABILITY IS ESTABLISHED FOR ACTUAL DAMAGES, IN NO EVENT WILL YOU OR WE BE LIABLE TO YOU FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER YOU OR WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW.
The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and will survive the termination of this Agreement and all of your business with us.
21. LIMITATION ON TIME TO SUE: An action or proceeding by you to enforce an obligation, duty, or right arising under this Agreement or by law with respect to your Account or any Account service must be commenced within one year after the cause of action accrues.
22. FORCE MAJEURE: You agree we have no responsibility or liability to you or any third party for failure or delay in our performance under this Agreement or for any losses due to causes or conditions including, without limitation, delays and/or interruptions of business due to any act of God, natural disaster, pandemic, fire, act of government authority, act of public enemy or war, riot, civil disturbance, insurrection, labor difficulty, power failure, telecommunications failure, severe adverse weather condition or other causes beyond our reasonable control. The time, if any, required for such performance under this Agreement shall be automatically extended during the period of such delay or interruption.
23. NO WAIVER OF OUR RIGHTS: No course of dealing, delay or omission on our part in exercising any of our rights is a waiver by us of such rights or any other right. If we waive or otherwise fail to exercise any right, we may still insist on full enforcement of such right in the future.
24. SYSTEMS AND SOFTWARE: We are not responsible for any loss or damages you suffer as a result of the failure of systems and software you use to interface with our systems or systems and software you use to initiate or process banking transactions whether such transactions are initiated or processed directly with our systems or through a third-party service provider. You acknowledge that you are solely responsible for the adequacy of systems and software you use to process banking transactions and the ability of such systems and software to do so accurately.
PART II. FORM OF ACCOUNT OWNERSHIP
25. BUSINESS ACCOUNT: Your Account is a business account, meaning it is not held or maintained for personal, family, or household purposes. Business accounts include those established by any partnership, corporation, limited liability company, association or other entity operated on a for-profit basis; all corporations and associations operated on a not-for-profit basis; all governmental units; and any individual who intends to use the account for carrying on a trade or business.
By executing this Agreement or otherwise accessing and using your Account, you agree that you will not use the Account for any personal, family or household purpose. We assume no legal responsibility to inform you as to how the creation of such Account affects your legal interests. If you have any questions as to the legal effect of the type of Account established, you should consult your own attorney, as you bear the sole responsibility as to the legal effect of the creation of your Account or how it is maintained with us.
You represent to and agree with us that (a) you have taken all actions necessary to open and maintain the Account, (b) all resolutions or other authorizations given to us by your or on your behalf are true, accurate and complete in all respects, (c) all assumed or fictitious names you use have been duly registered or filed with the applicable governmental authorities, and (d) each Authorized Signer and User has complete authority to bind the business entity in all transactions involving the Account unless otherwise specified.
You agree to notify us promptly in writing of any change in the business's form of organization or ownership or in the authority of any person with respect to the Account or any transactions relating to it. We also reserve the right to require you to give us a separate written authorization telling us who is authorized to act on the business's behalf. We are authorized to follow the directions of any Authorized Signer or User until we receive written notice through the Platform or by email to Rho client support at clientservice@rho.co, that the authority has been terminated. Any change in Authorized Signers or Users is not effective until two (2) business days after we receive notice of such change, not counting the actual day we receive the notice, although we may recognize such notice earlier.
We may establish your Account on our books as a "sub-account" of an omnibus Account held by Lead Bank for your benefit. If we elect to establish your Account as a sub-account, it will not affect the other terms and conditions of your Account or this Agreement, your Account's eligibility for federal deposit insurance protection, or the service charges imposed in connection with your Account. You authorize us and Rho to act as your agent to transfer funds between your sub-account and any such omnibus account. Your deposit and withdrawal capabilities are not affected by our election to establish a sub-account.
PART III. GENERAL RULES GOVERNING ACCOUNTS
A. DEPOSITS
26. NO INTEREST. The Account does not earn interest. We will not pay interest on any balance in the Account.
27. DEPOSIT OF ITEMS: You may make deposits by using Rho’s remote check deposit feature, by receiving transfers from third parties, or by any other method we make available. The Funds Availability Policy appended to this Agreement sets forth Rho’s policies relating to the availability of deposited funds. Rho does not accept deposits by mail or any other method except as described herein.
Rho reserves the right to limit, refuse or return any deposit. All deposits must be of, or denominated in, United States currency.
You agree that you will not deposit, without our prior written consent, "substitute checks," as defined by federal law, or Image Replacement Documents that purport to be substitute checks and have not been previously endorsed by a bank. If you deposit such an item, you agree to reimburse us for losses, costs and expenses we may incur associated with warranty or indemnity claims. If you provide us with an electronic representation of a substitute check for deposit into your Account instead of an original check, you agree to reimburse us for losses, costs and expenses we incur because the substitute check resulting from the electronic representation does not meet applicable substitute check standards and/or causes duplicated payments.
You authorize us to accept transfers, checks and other items for deposit to your Account if they are made payable to you or to your order, whether or not they are endorsed by you. You authorize us to supply missing endorsements and you warrant that all endorsements are genuine and without prejudice and guarantee any lack of endorsement. All checks and other items deposited to your Account should be endorsed by you and should have your Account number below your endorsement.
You agree not to endorse any deposited item with the restrictive covenant "without recourse" or words with similar meaning. All endorsements must appear on the back of the check or other item within the first one- and one-half inches from the left side of the item when looking at it from the front. Further, any item deposited to your Account that bears your stamped or facsimile endorsement will be deemed to bear your actual endorsement whether such endorsement was affixed by you or by someone having no authority to supply your endorsement. We may require that certain government checks, insurance company items, or other special types of checks be personally endorsed by each of the payees. While we may inadvertently accept non-conforming endorsements, you will be responsible for any loss incurred by us due to a delay in processing or returning the item for payment.
Any variation of a payee name, which, in our sole discretion, would reasonably indicate that you are intended to be the payee, shall be acceptable.
Rho reserves the right to refuse any item for deposit into your Account. You represent and warrant to us your entitlement to any check you deposit, that it is properly endorsed or that you guarantee any lack of endorsement, and we are authorized to accept such check or instrument for deposit and collection into your Account. You agree to reimburse us for any loss or expense, including, without limitation, attorneys' fees and the costs of litigation, arbitration or other dispute resolution to the extent provided by law, that we incur because you fail to endorse an item exactly as it is drawn.
Rho reserves the right to accept for deposit only checks payable to a corporation, partnership, or any business entity.
If Rho receives an item on a day that is not a business day or after our cutoff hour on a business day, the item is deemed to have been received on our next business day.
28. REMOTE CHECK DEPOSIT: When you deposit a check using Rho’s remote check deposit feature, you must (i) endorse the check in the same manner in which it was made payable to you and (ii) include a restrictive endorsement: "For Remote Deposit Only" indicating that the check was deposited using remote check deposit. Rho may reject any attempted remote check deposit that does not comply with these conditions, or for any reason within our sole discretion. After we have accepted a check through remote check deposit, you may not present the check in any form (paper or digital) to any other financial institution. You must retain the original paper check in your possession for 60 days to facilitate the clearing and deposit process, to address third-party claims regarding the check or for Rho’s auditing purposes. If you fail to make the original check available for our review during the 60 days following remote check deposit, Rho reserves the right to deduct the funds in question from your Account. When you submit a check for remote check deposit, you represent and warrant that (i) each check image is a true and accurate rendition of the front and back of the original check, without alteration, and that the drawer of the check has no defense against payment of the check, (ii) all signatures and endorsements are authentic and authorized, (iii) the check you are depositing is an authentic check and has not been counterfeited or altered in any way; (iv) the amount and payee are accurately identified and have not been altered, (v) you are entitled to enforce the check, (vi) the check complies with all requirements for remote check deposit set forth in this Agreement or that we have otherwise communicated to you, (vii) you have possession of the original paper check, (viii) other than the digital image of an original check that you submit through the remote check deposit service, you have not created any other duplicate images, (ix) no other party will submit the original check for payment. After your remote check deposit is complete and accepted for deposit, the funds will be applied to your Account and be available for transactions, subject to our Funds Availability Policy provided to you.
29. COLLECTION OF ITEMS: Even though we may credit your Account immediately when you make a deposit, we receive any item (other than United States currency) for deposit or collection as your collection agent, and we reserve the right to refuse any item for deposit or to reverse credit for any deposited items or to charge your Account for items should they become lost in the collection process. We assume no responsibility beyond the exercise of due care, and we may handle the collection of any such item in accordance with our usual practices. We will not be liable for default or negligence of our correspondents or for loss in transit, and each correspondent will not be liable except for its own negligence. Items and their proceeds may be handled in accordance with applicable regulations, Clearing House Association or fund transfer system rules, and contractual arrangements with other financial institutions. If an item is lost in processing, we have the right to charge your Account for the lost item immediately or after an investigation.
All deposited items are provisionally credited to your Account and subject to final payment and receipt of proceeds by us. Without prior notice to you, we may charge back any item to your Account (and adjust the interest earned on your Account, if any, accordingly) at any time before final payment, whether the item is returned or not (and whether it was deposited or returned by electronic or other means), and we may also charge back any item to your Account if, within the normal handling period for such item, the item cannot be honored against the drawer's Account. We are authorized to pursue collection of previously dishonored items and, in so doing, may permit the drawee bank to hold an item beyond the midnight deadline.
If any check or other item deposited in your Account is returned to us by the bank on which it was drawn through the Federal Reserve, a clearing house or other normal check return channels, we may accept that return and charge the check or other item back against your Account without regard to whether the bank on which the check was drawn returned the check before its midnight deadline, even if doing so results in an overdraft in the Account. Furthermore, if, after a check or other item deposited into your Account is finally paid, it is returned to us by the bank on which it was drawn because someone has made a claim that the check or other item was altered, forged, unauthorized, or should not have been paid for some other reason, we may debit your Account for the amount of the item, even if doing so depletes all funds in the Account or results in an overdraft in the Account.
30. DEPOSITING REMOTELY CREATED CHECKS: If you deposit a remotely created check to your Account, you represent, warrant and agree to the following: (1) the person on whose Account the check is drawn authorized the issuance of the check in the amount and to the payee stated on it; (2) if you created the check (a) you have express, verifiable proof of that authorization, (b) you will maintain that Proof for at least two years from the date of the authorization, and (c) you will give us that proof upon our request for it; and (3) if the check is returned, you owe us the amount of the check, regardless of when the check is returned and must reimburse us for any losses, costs and expenses (including, without limitation, attorneys' fees and the costs of litigation, arbitration or other dispute resolution to the extent permitted by law) we may incur as a result of any breach of these representations, warranties and agreements. We may take funds from your Account to pay the amount you owe us, and if there are insufficient funds in your Account, you still owe us the remaining balance.
31. DIRECT DEPOSITS: If we provide direct deposit services for automatic preauthorized deposits to your Account of government payments or automatic transfers from your other Accounts with us you must notify us at least thirty (30) days prior to the next scheduled direct deposit or preauthorized transfer if you wish to cancel the direct deposit or transfer service. If, in connection with a direct deposit plan, you deposit any amount in this Account which should have been returned to the Federal Government or other issuer for any reason, you authorize us to deduct the amount of your liability to the Federal Government or other issuer from this Account or from any other Account you have with us, without prior notice and at any time, except as prohibited by law. We may also use any other legal remedy to recover the amount of this liability.
B. WITHDRAWALS
32. WITHDRAWAL PROCEDURES:
You may make withdrawals or transfer funds from your Account by wire or electronic fund transfers through the Platform.
You agree that we may charge your Account for any withdrawal or transfer amount that you make or authorize someone else to make. We reserve the right to limit the amount of funds that may be withdrawn from your Account in cash for various reasons.
We may refuse to allow a withdrawal if (i) you do not have sufficient available funds in the Account to cover the full amount of the withdrawal, there is a dispute about the Account (unless a court has ordered us to allow the withdrawal), (ii) the Account is garnished or attached or otherwise subject to legal process, (iii) the Account has been pledged as collateral for a debt, (iv) the availability of the funds on deposit cannot be verified, (v) any required documentation has not been presented, or (vi) you fail to repay an obligation to us on time.
If electronic debits, checks, or other orders of payment from your Account are issued by any third party, the Bank bears no liability for such items. A notation of "authorized by your depositors," or similar words will be deemed sufficient as your authorization to the Bank to pay the items presented.
If we receive an item that does not meet our requirements, we reserve the right to reject the item, impose a special fee for processing the item, or both. We also reserve the right to refuse a withdrawal or transfer request that is: attempted by any manner not specifically authorized for the Account in question; greater in frequency or number than that specifically permitted for the Account in question; suspected to be associated with any fraud; or for an amount less than any minimum withdrawal or transfer denomination required for the Account in question.
33. ELECTRONIC CHECK CONVERSION: You authorize us to honor electronic debits against your Account resulting from electronic check conversions. An electronic check conversion occurs when you give a paper check to a payee and authorize the payee to capture the routing, account, and serial numbers from that paper check to initiate an electronic debit to your Account. This applies regardless of (i) whether the check is blank, partially completed, or fully completed and signed; (ii) the manner in which the check is presented to the payee, and (iii) whether the check is retained by you or the payee.
If one of your paper checks is converted, it will be collected electronically and charged against your Account much more quickly than a paper check. This means that (i) you will have a reduced right to stop payment, (ii) you should ensure that your Account has sufficient collected funds to cover the debit, and (iii) you will not receive any copy of a canceled check with your monthly statement. You should treat all voided checks with care because someone else who obtains possession of it could use the information to initiate debits against your Account.
34. ELECTRONIC PRESENTMENT/POSTING: We may charge your Account on the day that a transaction is presented (or returned) to us directly or electronically for payment. We may also charge your Account or place a hold on funds at an earlier time if we receive notice that an item or transaction has been deposited for collection in another institution or is being processed against your Account by a merchant (e.g., at a point-of-sale terminal). In that regard, you should understand that some merchants may obtain authorizations in advance for point-of-sale transactions in an amount greater than the final transaction amount. This could affect the balance available in your Account to cover other transactions. We are not responsible for damages or wrongful dishonor if any item is not paid because of insufficient funds resulting from these procedures.
35. AUTOMATED CHECK PROCESSING: We process items with high-speed automated equipment. In order for that equipment to function properly and efficiently, all items drawn against your Account or used to withdraw funds from your Account must meet the Bank's formatting and technical specifications, including the encoding of your Account number and consecutive check numbering in machine-readable magnetic ink format. Information concerning our specifications are available upon request. Our automated procedures rely primarily on information encoded onto each item in magnetic ink. In recognition of this fact, you agree that when processing an item, we may disregard all information on the item other than information that is encoded onto the item in magnetic ink according to general banking standards, whether or not that information is consistent with other information on the item. By way of example, you agree that we may rely on the amount of a check as encoded in magnetic ink, even if the magnetically encoded amount differs from the face amount of the check or exceeds the maximum amount for which the check is valid as stated on a legend on the check. You agree to reimburse us for any loss or expense, including without limitation attorneys' fees and the costs of litigation to the extent permitted by law that we incur because you issue or deposit an item containing such extra information. You also agree that we do not fail to exercise ordinary care in paying items solely because our procedures do not provide for the sight examination of any items, or only items below a threshold amount we determine from time to time.
36. INSUFFICIENT FUNDS, UNCOLLECTED FUNDS AND OVERDRAFTS: An Account is considered to have insufficient funds when the available balance is insufficient to pay a debit (such as a check or electronic transfer) presented for payment. A portion of the balance in an Account is considered to be "uncollected" when it has not yet become "available" in accordance with our Funds Availability Policy. We may refuse to pay and thereafter return any item drawn on your Account when the balance in the Account that would be necessary to pay the item is either insufficient or uncollected. We may determine whether or not your Account contains sufficient available funds to pay an item at any time between the time we receive the item and our return deadline, and only one determination of the Account balance is required. We determine the order in which we process and post deposits and other credits and items to your Account. Checks drawn against your Account are generally posted in serial number order.
We will not pay items where there are insufficient or uncollected funds to pay them. If we do pay the insufficient or uncollected funds item, you agree and acknowledge that such payment does not constitute an application for credit and that the amount of the deficiency in your Account, plus any applicable service fees, is immediately due and payable to us without further demand. If we return or pay the item, your Account will be charged in accordance with our Fee Schedule in effect as of the date of return or payment of the item. You agree that you will immediately deposit or otherwise pay us sufficient good funds to eliminate the overdraft and any service fees or charges. We may apply all subsequent deposits to your Accounts to cover the overdraft items and any applicable service fees or charges.
Any amounts you owe us may be secured by a security interest in collateral you have granted to us in the past or may grant in the future in accordance with the terms of any security agreement you sign.
Our posting order is the order in which we apply credits and debits to your account balance. Generally, our process is to apply deposits and credits to your account first, followed by debit transactions based on transaction type, with fees and service charges posted last.
37. Authorized Signature: For the payment of funds and for other purposes relating to any Account you have with us, we are authorized to recognize the signature of an Authorized Signer, but we will not be liable to you for refusing to honor checks or other signed instructions if we believe in good faith that the signature is not genuine. We are entitled to take a reasonable time to determine whether a check is properly payable from your Account. A reasonable time shall include the time necessary to confirm that you authorized the check and includes one (1) business day after the day the check was presented to us. We are not liable to you if we decide, in our good faith judgment after following reasonable banking procedures to determine the facts, that the check is not properly payable from your Account.
38. Multiple Signatures: When your Account is established, you may indicate your desire for more than one authorized signature on a check or other item drawn against the Account. However, because our automated check processing precludes us from identifying items that require multiple signatures, you recognize that such a requirement is for your internal purposes only, and you authorize us to debit the Account even though an item presented contains fewer than the required number of signatures.
39. Stop Payments: You may ask us to stop payment on any checks. We may stop payment on a check provided you meet our conditions to effect such a request. You agree to pay our established service charge for stop payments, and understand that we may accept the stop payment request from any Authorized Signer or User whether or not that individual is the signer of the check. In order to place a stop payment order, you must tell us the exact amount of the check, the number of the check, and the number of the Account. If you produce a check by computer or in any other manner that does not contain a magnetic-encoded check number, we may not be able to honor the stop payment request. We are not responsible if the check in question is not described with reasonable certainty, and we are entitled to a reasonable period of time after we receive a stop payment request to notify our employees. You may contact us either orally or in writing to request we stop payment. An oral stop payment request is binding on us only for fourteen (14) days unless confirmed in writing within this period. A written request is effective for six (6) months unless renewed in writing prior to the request becoming ineffective.
You may also request that a written stop payment request be effective for twelve (12) months upon certain conditions and payment of any applicable fees. If we fail to honor a timely and accurate stop payment request, we reserve the right not to recredit your Account unless you can demonstrate the fact and amount of your loss. If we do recredit your Account after paying a check over a valid and timely stop payment request, you agree to sign a statement describing the dispute with the payee or other holder of the check, and to assist us in legal action taken against that person.
40. Stale, Time-Dated and Post-Dated Items: We maintain the option to either pay or dishonor any stale check (i.e., a check more than six (6) months old) upon presentation to us. Our high-speed automated check processing equipment cannot detect time-dated checks (i.e., checks stating that they are not valid after a specified date or for more than a specified period of time). Therefore, you agree that we will not be liable for charging your Account after the date or beyond the period stated on an otherwise properly payable time-dated check.
Similarly, our check processing equipment cannot detect post-dated checks (i.e., a check bearing a date later than the actual calendar date it was written). Therefore, it is not recommended that you issue post-dated checks as a means of withdrawal and you agree that we are not responsible for charging your Account before the indicated date on a properly payable, but post-dated check.
41. Check Printing: You agree that we have no responsibility to stop payment on any check or other item not conforming to our printing and encoding specifications. You must notify us as soon as possible of the loss or theft of any forms designed for your Account. When you write checks, you agree to use dark colored permanent ink, make sure the written and numeric amounts match and are readable, and make sure there are no blanks or open spaces in places where words or numbers are to be inserted. Checks you write may be converted into electronic images ("truncated") during the check collection and return process. If you elect to have your checks printed by a vendor that has not been approved by us, or you use check stock or features (such as security features) that cause critical data to disappear or be obscured upon truncation, or you make your check out in a way (such as, using a lightly colored ink) that causes critical data to disappear or be obscured upon truncation, you agree to bear the risk of loss. You also agree to bear the risk of loss if you use check stock that contains defects, such as printing inaccuracies, faulty magnetic ink, faulty encoding, or duplicate serial numbers.
42. Check Imaging: We will send or make available images of your canceled or substitute checks to you with your monthly statements. We will maintain an image of each check for seven (7) years. You can obtain copies of the image of your checks or substitute checks by sending us a written request with the following information: your name, account number, check number, the amount of the check, and (if known) the date the check was paid. We may charge you a fee for each copy (including the front and back of the check). We are not responsible for any special or consequential damages under any circumstances for our inability to provide copies of checks. Our liability, if any, will not exceed the face amount of the check in question. You agree to provide us with reasonable proof of any loss.
As your agent for collecting checks you deposit with us, we may "truncate" paper checks (i.e., convert them into electronic information or images) and present and return them electronically. We may also truncate paper checks that are dishonored by the drawer's bank when we present them. Under authority of a federal law called "Check 21," we may reconvert a truncated check into a paper "substitute check" which is the legal equivalent of the original. We may debit your Account for truncated or substitute checks. Moreover, we may debit your Account for other items that do not qualify under federal law as "substitute checks," including electronic information and Image Replacement Documents, if they are replacements for properly payable items.
C. FUNDS TRANSFERS
43. GENERAL: Unless you have entered into a separate agreement with us regarding the use of our fund transfer services, the following special rules apply to any fund transfers you receive through us in connection with your Account. Although these special rules apply to ACH fund transfers that you receive, by initiating an ACH fund transfer to or from your Account you are agreeing to the terms of the ACH Origination Addendum appended hereto. We may charge fees for sending or receiving a fund transfer and may deduct those fees from your Account or from the amount of the fund transfer. If any part of a fund transfer you receive is carried out by using Fedwire (which is a fund transfer system operated by the Federal Reserve Banks), then your rights and obligations are subject to the Federal Reserve Board's Regulation J. Article 4A of the Uniform Commercial Code includes provisions relating to fund transfers and the terms used in this Section C of Part III (Funds Transfers) have the meanings set forth in Article 4A.
44. SENDING FUND TRANSFERS: For each fund transfer that you want to send through us, you must initiate the fund transfer through the Platform. Our cutoff time for processing fund transfer requests is 5:00 p.m. ET for wire fund transfers and ACH fund transfers. If we receive your request after that time, we will treat it as if it was received on our next business day.
We are not obligated to accept (and may reject without liability to you) any fund transfer request we receive from you. You will receive notice through the Platform by the end of our next business day if a funds transfer is rejected. If we accept your fund transfer request, we may use any intermediary bank, fund transfer system or other means of transmission in executing that request, even if they differ from those specified in your request.
You have no right to amend or cancel a fund transfer request after we have accepted it. We have no liability to you if we attempt to honor your amendment or cancellation request but are unable to do so. Moreover, you agree to reimburse us for any costs, losses or damages we incur in connection with any amendment or cancellation request you give us.
Your fund transfer request must identify the beneficiary, the beneficiary's address, the beneficiary's bank and one or more intermediary banks by name, by an identifying or bank account number, or by both name and number. We have no duty to determine whether your fund transfer request contains any inconsistent names and identifying or bank account numbers. Furthermore, you acknowledge that we have given you notice that, if your fund transfer request identifies the beneficiary both by name and by an identifying or account number, the beneficiary's bank may make payment of your requested fund transfer on the basis of the identifying or bank account number, even if it identifies a person different from the named beneficiary.
Similarly, you acknowledge that we have given you notice that, if your fund transfer request identifies the beneficiary's bank or any intermediary bank both by name and by an identifying number, we and any other bank through which your requested fund transfer is processed may rely on the number as the proper identification of the beneficiary's bank or any intermediary bank, even if it identifies a bank different than the one identified by name.
We will reflect payments we make in response to your fund transfer requests in your Account statements. If you believe a statement reflects a debit to your Account for an unauthorized fund transfer request or that there was some error in the way we executed your fund transfer request, notify us as soon as possible by sending us written notice, with a statement of relevant facts, within fourteen (14) days of the first date you receive the statement on which the debit for that fund transfer appears or otherwise receive transactional information regarding the fund transfer. If you fail to give us the required notice within that 14-day period, we will not be liable to you for any loss of interest or for any other compensation relating to the unauthorized or erroneous debit to your Account or because of any other discrepancy in the statement. Furthermore, in no event will we be liable to you or any other person or entity for any consequential, special or incidental damages relating to any unauthorized or erroneously executed fund transfer request.
45. RECEIVING FUND TRANSFERS: You acknowledge that we have given you notice that, except for fund transfers we receive through Fedwire, any credit we give you with respect to a fund transfer is provisional until we receive final settlement for that entry. If we do not receive final settlement, you agree that we are entitled to a refund of the amount credited to your Account in connection with such entry. In such an event, the person who sent the fund transfer is not deemed to have paid you its amount.
You acknowledge that we will not give you next day notice of receipt of an ACH or wire fund transfer item. Instead, you can view credits shortly after they have been credited to your Account through the Platform. In addition, we will notify you of the receipt of payments in your periodic Account statements.
When we credit your Account for electronic payments (such as bill payments) that we receive from one of your customers, you are obligated to apply those payments to an account of that customer. If you fail to do so, you agree to promptly return the payment to us.
D. PROTECTING YOUR ACCOUNT
46. REVIEWING STATEMENTS AND ERROR NOTIFICATION: We will maintain appropriate records of your Account. We will mail or make Account statements available through the Platform and online at www.rho.co when you log in to your Account. You agree to notify us promptly if you change your address, email address or mobile phone number. You also agree that if the U.S. Postal Service or one of its agents notifies us of a change in address for you, we may change your address based on such information, even if the information provided by the U.S. Postal Service is in error. If any statement or notice thereof is returned to us because of an incorrect address, e-mail address, or phone number, we may stop sending statements to you, in which case you acknowledge that we shall not be held liable for failing to make your statement of Account available to you. In such case, it shall be considered as if we have provided you with your statement as of the statement date that was or would have been shown on your statement, showing payment of items and the items paid or the information sufficient to allow you to reasonably identify the items paid. You must review your Account statement and check images for errors or unauthorized payments or transfers. You agree to have at least two individuals inspect the Account statements on a regular basis to look for unauthorized transactions, alterations, forged endorsements, overpayments, or any other irregularities, and to ensure that the Account is handled in a proper manner.
If your Account statement contains any errors or improper charges, you agree to notify us of any such errors or improper charges within fourteen (14) days of the first date on which we mailed the affected statement or otherwise made the transactional information available to you. If you do not notify us within that time, you are absolutely barred from bringing any action against us that is in any way related to the errors or improper charges. If we honor an item drawn on your Account that is fraudulent or improper or contains a forged signature or endorsement or is altered in any way, you agree to notify us of such forgery or alteration within fourteen (14) days of the date on which the forged or altered item was provided to you or, if the item was not provided to you, within fourteen (14) days of the first date on which we mailed the Account statement or made available to you the transactional information that contained a description of the forged or altered item. If you do not notify us, you are absolutely barred from bringing any action against us that is related in any way to the forgery or alteration. In any case, you are barred from bringing any action against us for multiple unauthorized signatures or alterations by the same wrongdoer if you do not notify us in writing within fourteen (14) days after we first mailed the Account statement or made available to you the transactional information that contained the description of that same person's first forged or altered item drawn on your Account.
Failure to report a forged or altered item within the time frames set forth above shall be deemed conclusive proof that you failed to exercise reasonable care and promptness in examining the statements and items of the affected Account and in notifying us after discovery of the forgery or alteration. Moreover, because you are in the best position to discover an unauthorized signature, an unauthorized endorsement, or a material alteration, you agree that we will not be liable for paying such items if these items were drawn without authority or altered so cleverly that the lack of authorization or alteration could not be detected by a reasonable person and you were negligent in some respect. An item description appearing in an Account statement will be deemed sufficient for purposes of this paragraph if it contains the item's number (or other identifier), amount, and date paid.
47. FRAUD DETECTION AND DETERRENCE; IDENTITY THEFT: Fraud has increased dramatically in recent years due to a number of factors, including increased access by criminal elements to high quality computer scanning and printing equipment and expedited funds availability mandated by Congress and the Board of Governors of the Federal Reserve System. There are several precautions you can and should take to decrease the risk of unauthorized debits to your Account. Such precautions include, but are not limited to:
Safeguarding critical identity information such as your Account number
Safeguarding checks, electronic access devices, and facsimile signature machines
Avoiding writing checks in a way that encourages alteration, such as using pencil or leaving large spaces
Promptly and carefully reviewing each monthly bank statement for unauthorized debits, and promptly reporting any claims to us
Reviewing checkbooks, online activity, and statements for unauthorized activity on a regular basis and upon any suspicion that checks or login credentials may have been stolen
Closing your Account immediately upon discovery of any known or suspected unauthorized debits
While these precautions may help mitigate your risk of fraud or unauthorized transactions, you acknowledge and agree that unless you have provided us notice as set forth herein, we are entitled to treat as authorized, and shall have no liability in connection with, any transaction initiated by an Authorized Signer or User.
E. OTHER TERMS
48. ELECTRONIC IMAGES: We may add images of your Account documents (items) to our electronic document storage system. We may destroy the original documents that have been converted to electronic images.
49. SETOFF AND SECURITY INTEREST: If you owe us or our affiliates money as a borrower, guarantor or otherwise, and it becomes due (whether at its stated maturity, by our acceleration of the debt or otherwise), we have the right under the law to use the money from any another account you have with us at the Bank or otherwise in our custody to pay the debt (this right is known as the right of "setoff"). In addition, you grant us a security interest in your Account so that the balance in the Account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor, a debtor or otherwise). We may use the money to pay the debt even if withdrawal results in an interest penalty or insufficient funds to cover outstanding items. In the case of a partnership, each partner agrees that we may use the money in the Account to satisfy any one of his or her individual obligations. Similarly, each partner agrees that we may use the money in his or her individual account to satisfy obligations in the Account. The security interest granted by this Agreement is consensual and is in addition to our right of setoff. However, the right of setoff and security interest may not apply to your Account if: (1) it is an IRA or a tax-deferred Keogh Retirement Account (but this does not affect our rights under any consensual security interest); (2) the debt is created by a consumer credit transaction under a credit card plan; or (3) our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacity (for example, only as an authorized signer, attorney-in-fact, or a fiduciary).
Neither we nor our affiliates will be liable to you if our setoff from your Account leaves insufficient funds to cover outstanding items. You agree to hold us and our affiliates harmless from any claim arising as a result of the exercise of our right of setoff.
50. LEGAL PROCESS AGAINST ACCOUNT: If legal action such as an attachment, garnishment, levy or other state or federal legal process ("legal process") is brought against your Account, we may refuse to permit (or may limit) withdrawals or transfers from your Account until the legal process is satisfied or dismissed. If we receive any document that purports to be legal process, you authorize us to accept and comply with it, no matter how we received it.
You direct us not to contest, on your behalf, any such legal process and to take action to comply with such process as we determine to be appropriate in the circumstances without liability to you, even if any funds we may be required to pay out leaves insufficient funds to cover outstanding items. Any legal process against your Account is subject to our right of setoff and security interest.
You agree that because we may have operations in numerous jurisdictions and states other than where your Account was opened, if we are served with any process as referenced above in any jurisdiction or state, we may recognize and honor such service of process.
You agree that if we incur any expense due to any legal proceedings involving your Account including a subpoena, a restraining notice, a search warrant (and related expenses due to a safe deposit break open, an attachment, garnishment, or levy upon your Account, including, but not limited to, court costs and attorneys' fees), you will reimburse us for such expense, or we may charge any portion of such expense to your Account. We may restrict the use of your Account if it is involved in any legal proceeding. You also agree that any action we may take to obtain reimbursement from you for any costs or expenses may also be taken against your estate, heirs, legal representatives and successors, who shall be liable for any claims made against and expenses incurred by you or them.
51. CONFLICTS/DISPUTES: If we receive an actual or potential claim from a third party or legal owners regarding your Account, any deposit, transfer, credit or other transaction involving your Account, or conflicting instructions or claims from Authorized Signers or persons claiming to be Authorized Signers, you grant to us full discretion to freeze your Account and not honor any further transactions until the claim is resolved, or we may, at our discretion, choose not to pay out any money from your Account until we receive consistent instructions from all parties or a court order, all without liability to us. We may also, without liability to you, close the Account and issue a check made payable to you and each claimant, as we deem necessary, or we may interplead the funds into court. We may charge interest on any loss at a rate not to exceed the maximum legal rate. You agree to reimburse us for any loss, interest expense, costs or other expenses including, without limitation, attorneys' fees and the costs of litigation, arbitration or other dispute resolution (to the extent permitted by law) that we incur as a result of any dispute involving your Account, and you authorize us to deduct any such loss, interest expense, costs, or other expenses from your Account without prior notice to you. This obligation includes any dispute between you and us involving the Account and situations where we become involved in any dispute between you and an Authorized Signer, or if a third party takes action with respect to the Account that causes us, in good faith, to seek the advice of counsel, whether or not we actually become involved in a dispute.
52. OTHER ADVERSE CLAIMS: If we receive notice of an actual or potential adverse claim to your Account or the funds in it, we may in our discretion refuse to pay out any money from your Account for a reasonable period of time after receipt of notice of the actual or potential claim. Although we reserve the right to refuse to pay out any money from your Account if we receive notice of an actual or potential claim, we are not required to recognize any adverse claim unless:
1. the claimant provides us with an acceptable bond indemnifying us against any and all liabilities, losses, damages, costs, and expenses that we might incur in connection with payment of the adverse claim and any resulting dishonored items,
2. the claimant has obtained an order from a court of competent jurisdiction in a case in which you are a party and have been served with a summons, or jurisdiction has been invoked by other authorized means, or
3. you act as a fiduciary for the claimant and the claimant gives us an affidavit setting forth the nature of the fiduciary relationship and the facts upon which the claimant has reasonable cause to believe that you are about to misappropriate the funds.
53. DEATH OR INCOMPETENCE: Neither your death nor a legal adjudication of incompetence revokes our authority to accept, pay, or collect items until we know of the fact of death or of an adjudication of incompetence and have a reasonable opportunity to act on it. Even with knowledge, we may, for ten (10) days after the date of death, pay items drawn or initiated on or before the date of death unless ordered to stop payment by a person claiming an interest in the Account.
54. FEES, SERVICE CHARGES AND BALANCE REQUIREMENTS: You agree to pay us, or have us deduct from your Accounts, such fees and service charges as we may, from time to time, impose pursuant to this Agreement or the terms of the Account Disclosures. You are liable for any Account deficit resulting from fees and service charges, whether caused by you or another person authorized to withdraw from your Account, together with the costs we incur to collect that deficit, including our attorneys' fees. You agree to comply with any minimum balance/deposit requirements we may, from time to time, impose on your Account.
55. CLIENT'S RESPONSIBILITY FOR CHECK ENDORSEMENT: You agree to assume responsibility for and to indemnify us for any loss we may incur as a result of your failure to comply with the endorsement standards set forth in this Agreement. You agree not to place any mark, signature, stamp, or other writing in the "Depository Bank Area" on the reverse side of any check, draft, or other item deposited in your Account with us. The Depository Bank Area is that part of the back of the check which is 3 inches from the leading edge to 1.5 inches from the trailing edge of the check or other item. The leading edge of the check is the right side of the check looking at it from the front. The trailing edge is the left side of the check looking at it from the front. You are also responsible for the condition of a check or item when you issue or deposit it. If a check or item is returned or payment is delayed as a result of any writing or marking that you or a prior endorser placed on the front or back of the check or item, you will be responsible for any cost and liabilities associated with such return or delay.
56. CREDIT INFORMATION: We may, from time to time, without notice to you except as required by law, respond to requests for information about your credit or other experiences with you or your Account and may provide information about you and your Account to credit and check reporting agencies and to our subsidiaries or affiliates.
57. TRANSFER OF OWNERSHIP: Your Account is not transferable except on our books and records and in our sole discretion. If, after you submit a written request, we allow you to transfer the Account, we may require that the Account be closed and a new Account opened. You may not pledge this Account as collateral for any loan.
58. INTERNET GAMBLING NOTICE: The Unlawful Internet Gambling Enforcement Act of 2006 and Regulation GG require that we notify our business account clients that restricted transactions (i.e., transactions in which a person knowingly accepts credit, funds, instruments or other proceeds in connection with unlawful Internet gambling) are prohibited from being processed through the accounts of commercial clients. Business account clients agree not to engage in restricted transactions.
59. TELEPHONE MONITORING: Bank or Rho may randomly monitor client service telephone conversations to ensure courteous and efficient service. When Bank or Rho speaks with you on the telephone, you agree that the call may be monitored and/or recorded without further notice to you.
When you give us a telephone number, including a cell phone number, you give us permission to contact you at that number about your Account. Your consent allows us to contact you using text messages, artificial or prerecorded messages and automatic dialers. Message and data rates may apply. You may contact us anytime to change these preferences. If you give us your email address, you agree that we may send servicing messages (such as fraud alerts and hold alerts) related to your Accounts to that address.
60. CALLS AND MESSAGES TO YOUR MOBILE DEVICE: You agree that we or our agents or service providers may contact you regarding any matter for any non-telemarketing reason (e.g., sending PINs, processing service requests), using any kind of telecommunications technology at any email and telephone number you provide to us, including the phone number for your mobile device. You agree to receive these calls and messages. In addition, when you give us a telephone number, including a cell phone number, you give us permission to contact you at that number about all of your Accounts. Your consent allows us to contact you using text messages, app-driven notifications and artificial or prerecorded messages. Message and data rates may apply. You agree that we may send servicing messages (such as transaction reports, fraud alerts and hold alerts) related to your Accounts to any email address you provide. You also agree that we may send text messages to any phone number for your mobile device you provide to us. You understand and accept that your service provider may charge you for these calls and messages consistent with applicable law.
61. SERVICE ALERTS: From time to time, we may provide automatic Account alerts regarding certain Account activities or when certain changes are made to your Account, such as a change in your email address, telephone number or password. If we choose to send these alerts, you do not need to activate them, as they are automatically activated for you.
62. ELECTRONIC MESSAGES: You acknowledge that data, including emails, may be accessed by unauthorized third parties when communicated between you and us using the Internet (for example, by such third-party downloading spyware or malware onto your computer), telephone, or other electronic devices. We are not responsible for any misdirected data or disclosures that occur as a result of your use of third-party electronic communication channels.
FUNDS AVAILABILITY POLICY
1. Determining the Availability of a Deposit
The number of days for your deposit to become available is counted in business days from the day of your deposit. Our business days are Monday through Friday, excluding bank holidays. Deposits made after 2 p.m. on a business day or on a Saturday, Sunday, or bank holiday, are considered received on the next business day.
When your deposits are made available varies depending on the type of deposit, as explained below.
2. Same Day Availability
Funds from electronic deposits to your Account, including direct deposits and ACH transfers will be available on the day we receive the deposit.
3. Next Day Availability
Funds from wire transfers to your Account available on the first business day after the day of deposit:
4. Funds Availability for Checks Deposited Via Remote Check Deposit
You can deposit a check to your Account using the remote check deposit feature in the Platform. Check deposits made via remote check deposit are not subject to the funds availability requirements of the Federal Reserve Board Regulation CC. However, it is our policy to make funds deposited via remote check deposit available to you no later than the second business day after the banking day on which the funds are deposited. However, we apply this policy at our discretion, subject to our risk-based monitoring of your Account.
Funds you deposit via remote check deposit may also be delayed for longer periods under the following circumstances:
A check is deposited into a new Account
We believe a check you deposit will not be paid
You redeposit a check that has been returned unpaid
You have overdrawn your Account or previously deposited checks that were returned unpaid
We observe unusual activity in your Account
There is a systems issue outside of our or Rho's control, such as a failure of communications or computer equipment
We will notify you if we delay your ability to withdraw funds beyond two business days for any of these reasons.
ACH ORIGINATION ADDENDUM
This ACH Origination Addendum ("Addendum") establishes the terms and conditions under which Lead Bank ("Bank") acting as Originating Depository Financial Institution (ODFI) agrees to process automated clearinghouse ("ACH") transactions you initiate as Originator (the "ACH Services"). This Addendum supplements, amends, and form a part of your deposit account agreement with Bank (the "Agreement"). If there is any conflict between this Addendum and the Agreement, this Addendum shall govern with regard to the ACH Services, but only to the extent of such inconsistency. You agree that you will comply with the terms and conditions of this Addendum, as well as the Agreement, and any other terms, conditions, or agreements pertaining to Bank's provision of the ACH Services to you.
1. Definitions. Unless otherwise defined in this Addendum, all capitalized terms have the meanings assigned in the Rules.
a. "Account Credentials" means each username and password (or other credentials) used by any User to access your Account through the Platform.
b. "Admin Users" means a User that you have authorized to activate and deactivate other Users and exercise administrative privileges on your Account through the Platform.
c. "Applicable Law" with respect to either Party and as may be amended and in effect from time to time any applicable laws, statutes, regulations, rulings, orders, guidance.
d. "ACH Security Framework Rule" means the security requirements set forth in Section 1.6 of the Rules.
e. "App" means the website or mobile application through which you access your Account.
f. "Business Day" means Monday through Friday, excluding bank holidays.
g. "Losses" actions, charges, suits, assessments, damages, claims, demands, losses, liabilities, fines (including, without limitation, fines levied in connection with Rules violations), unauthorized Entry return fees and expenses (including attorney's fees and court costs).
h. "NACHA" means the National Automated Clearinghouse Association.
i. "Person" means any individual or legal entity, including but not limited to, a general partnership, limited partnership, corporation, company, limited liability company, joint venture, trust, or unincorporated organization.
j. "Protected Information" means the non-public personal information, including financial information, of a natural person used to create, or contained within, an Entry, as set forth in the Rules.
k. "Regulatory Authority" means any federal, state, or local regulatory or other government agency or authority with jurisdiction over a Party.
l. "Rules" means the rules, regulations, and guidelines of NACHA in effect from time to time, including the operating rules thereof.
m. "Security Procedures" means the requirements, methods, and procedures for safeguarding access to the Platform and the ACH Services, including but not limited to Account Credentials, as set forth in the Agreement and any other terms related to the Platform provided by Bank or its service provider.
n. "Settlement Date" means the date on which an exchange of funds with respect to which an Entry is reflected on the books of the relevant Federal Reserve Bank.
o. "User" means an individual you have authorized to access your Account through the Platform.
2. Customer Obligations.
a. In using the ACH Services, you will comply, and shall cause your employees, officers, directors, and agents, including your Users, to comply, with (i) Applicable Law; (ii) the Rules and any related advisories, policies, or instructions issued by NACHA, Bank, or any regulatory authority; and (iii) the Agreement and this Addendum. You adopt and make to Bank all representations and warranties of an Originator under the Rules, including that you will not initiate Entries in violation of Applicable Law. You acknowledge that you have access to a copy of the Rules, have reviewed your obligations thereunder, and have subscribed to receive revisions to the Rules directly from NACHA.
b. You are responsible for all tariffs, duties, or taxes that may be imposed by any government or governmental agency in connection with your uses of the ACH Services.
c. You agree to provide Bank such information as Bank may reasonably request in connection with the underwriting process. In addition, agree to provide such other information as Bank may reasonably request in connection with your use of the ACH Services.
d. You acknowledge and agree you are not authorized to act as a Third-Party Sender pursuant to this Addendum or to submit for processing any Entries for which you are not the Originator.
3. Processing.
a. Bank shall process Entries received in accordance with this Agreement, transmit such Entries as an ODFI to the Federal Reserve Bank as the ACH Operator, and settle such Entries as provided in the Rules. You may elect to originate Entries on a Same Day basis by submitting Entries using the then current date as the effective entry date of the Transfer. Use of the current date or any date in the past will also trigger fees for Same Day processing. An Entry received for Credit to an account maintained with Bank (an "On-Us" or "Book" Entry), shall not be transmitted to the ACH Operator but shall be immediately credited or debited to the Receiver's account in the amount of such Entry on the Settlement Date.
b. You may only initiates Entries for Standard Entry Class (SEC) Codes that have been approved by Bank in writing. Approved SEC Codes include CCD and PPD, but may be restricted or amended by Bank in its sole discretion.
c. You will comply with account validation requirements under the Rules for Debit WEB Entries.
d. You are not permitted to originate International ACH Transactions (IAT) and Bank shall have no obligation to act on IAT Entries or Entries Bank determines should have been coded as IAT Entries.
e. Bank shall notify you of a Returned Entry within one (1) Business Day of the receipt of such Returned Entry from the ACH Operator. Bank shall have no obligation to retransmit a Returned Entry. Bank shall notify Client of any notification of change Entries that identify specific information that is incorrect. Client must respond to notifications of change by investigating incorrect data and making corrections within six (6) Business Days of receipt of the notification of change information or prior to initiating another Entry to the Receiver's account, whichever is later.
f. If a request for cancellation, reversal, or amendment is received by Bank prior to transmitting the Entry to the ACH Operator, Bank shall use reasonable efforts to act on such a request but shall have no liability if such request is or cannot be effected.
g. Bank may reject any Entry in good faith, including, but not limited to Entries that (i) do not comply with this Agreement, (ii) exceed the amount of funds or established limits in Client's accounts, or (iii) Bank reasonably believes violate the Rules or Applicable Law. Bank shall have no liability to Client for rejecting any Entry; provided that Bank has a good faith basis for rejecting such Entry and Bank communicates such rejection promptly to Client.
h. If a Debit Entry is returned, reversed, or adjusted for any reason by the RDFI, you authorize Bank to debit your Account for such Debit Entry, plus any related costs incurred by Bank, or take such other action as would be appropriate under the circumstances, and will notify you accordingly. If your Account does not have adequate funds to cover return, reversal, or adjustment of such Debit Entry, then Bank may overdraw your Account.
i. The ACH Services are subject to the cut-off stated in the Platform. Any Entry or File initiated after the cut-off times will be deemed made on the next Business Day.
4. Authorization. Prior to submitting an Entry, you will obtain written authorization as required by the Rules and Applicable Law from the Receiver. The authorization must have clear and understandable terms and inform any consumer Receiver with the method and terms for revoking such authorization. The authorization must identify the Receiver's account and the RDFI where such account is maintained. With respect to any Entries involving consumer accounts, you shall comply with any applicable requirements of the federal Electronic Funds Transfer Act and its implementing rules under Regulation E.
5. Security Procedures.
a. You may only submit ACH Entries through the Platform and you authorize us to honor, accept, execute, and initiate any ACH transactions that you request using the Platform. You agree to comply with the Security Procedures and you acknowledge that such security procedures are acceptable and a commercially reasonable method of providing security against unauthorized Entries. Bank reserves the right to change the Security Procedures in its sole discretion. You acknowledge that the purpose of the Security Procedures is to verify authenticity and not to detect an error in the transmission or content of an Entry. Bank and you have not agreed upon any procedures for the detection of errors and you are solely responsible for any errors not caused by Bank.
b. You agree to, and will cause your Third-Party Service Providers (if applicable), to develop, implement, and update policies, procedures, and systems as necessary to ensure compliance with the ACH Security Framework Rule and to protect the integrity and confidentiality of Protected Information. You will not, and will ensure any Third-Party Service Providers do not, disclose Protected Information except as necessary and permitted by the Rules to facilitate the Services. You will immediately give notice to Bank upon determining that any breach of confidentiality has occurred, including because any unauthorized Person has gained access to Protected Information.
6. Risk Exposure Limits. Your use of the ACH Services may be subject to underwriting criteria imposed by Bank from time to time in its sole discretion. Bank may establish, in its sole discretion, limits on your use of the ACH Services based on your financial conditions or historical or anticipated transaction levels, including but not limited to limits on the size, frequency, or number of transactions you may make in a given period. Bank may suspend or reject processing of any Entry or File that exceeds any applicable limits Bank has imposed. Regardless of any limits imposed by Bank, you are required to pre-fund your Account prior to the Settlement Date of any Credit Entries you initiate to ensure adequate funds are available. In addition, Bank may require, in its sole discretion, that you establish reserves with the Bank prior to any continued use of the ACH Services.
7. Record Retention. You will maintain records of (i) information provided to Bank in connection with an Entry for a period of six (6) years after the date of submission; and (ii) each authorization for two years after termination or revocation of the authorization, or such longer period as may be required by the Rules. Upon request, you will provide such records to Bank promptly, but no later than five (5) days following the date of the request.
8. Compensation and Fees. Fees for the ACH Services are set forth in the Agreement.
9. Representations, Warranties, and Covenants. You represent and warrant to Bank: (i) each Entry provided to Bank complies with Applicable Law, and Rules including but not limited to rules and regulations administered by the Office of Foreign Assets Control; (ii) each person identified as the Receiver on an Entry submitted to Bank has authorized the Entry pursuant to the Rules and the authorization has not been revoked; (iii) each Entry contains all information required by the Rules; (iv) each credit Entry is timely and each debit Entry satisfies an obligation, corrects an error, or reclaims an amount received after death or legal incapacity; (v) banking information for the Entry is transmitted securely; (vi) copies of authorizations will be made available when requested by Bank; (vii) you have used commercially reasonable procedures to verify that all information contained in an Entry, including but limited to routing numbers, is accurate and valid. Without limiting the foregoing, you are deemed to make the same representations and warranties to Bank as Bank is deemed to make under the Rules.
10. Authorized Users. You may appoint Users and Admin Users pursuant to the Agreement and the terms governing your use of the Platform. You agree that you are solely liable for (i) your Users' compliance with your obligations under this Addendum; (ii) all transactions initiated by your Users, unless you have given notice that a User is no longer authorized to use the ACH Services as provided in the Agreement; and (iii) any Losses Bank incurs as a result of the activities or omissions of your Users. It is your responsibility to train User's on their obligations and to appropriately safeguard Access Credentials.
11. Audit and Risk Assessments. You agree to conduct an annual audit of your compliance with the Rules and shall retain documentation supporting such audits for six (6) years from the date of the audit, and shall provide such documentation upon request by Bank or NACHA within five (5) Business Days of such request. In addition, you agree that Bank or a third party appointed by Bank shall have the right to audit your compliance with the Rules upon not less than ten (10) Business Days' prior notice.
12. Termination. Bank may terminate or suspend the ACH Services and this Addendum at any time in its sole discretion.
13. Amendments. Bank may amend, revise, supplement or otherwise modify this Addendum from time to time upon notice to you through the Platform. Your continued use of the ACH Services thereafter shall constitute your acceptance of any modified terms.