Seed Business Account Agreement
Last Updated: March 13, 2018
Deposit Account Agreement and Disclosures
A. OUR AGREEMENT
This document contains the Seed Business Account Agreement (this “Agreement”) for the business demand deposit account (“Seed Business Account,” or “Account,”) available from The Bancorp Bank, Wilmington, Delaware, member of the Federal Deposit Insurance Corporation (“FDIC”), (“The Bancorp Bank”, the “Bank,” and with respect to the Seed Visa® Business Debit Card (the “Card”), the “Issuer”) on behalf of Seed Platform, Inc. (“Seed”), the program partner responsible for managing the Seed Business Account program. “We,” “our,” and “us” refer to the Bank, our successors, affiliates, or assignees. ”Customer” refers to the person or the legal entity for whom the Bank has opened an Account. “Account Owner” refers to the person with authority to deposit, withdraw, or exercise control over the Account, including designated additional signers, who are described below in sections A 3 and B 3 (each, an “Authorized Signer”). References to Authorized Signers shall include reference to the Account Owner.
To request an Account invitation, visit the Seed website (the “Website”) at https://seed.co or apply using the Seed mobile banking application (the “Mobile App”).
The Account is accessed through the Mobile App. Customer is responsible for providing Seed with a correct and operational email address. Customer must promptly notify the Bank or Seed of any change to its email or postal mailing address, or if Customer is unable to access the Account information through the Mobile App. Neither the Bank nor Seed will be liable for any adverse effects to the Account as a result of undelivered mail or email or Customer’s inability to access Account information through the Mobile App due to a failure to promptly notify the Bank or Seed of a change to Customer’s email or postal mailing address. Neither the Bank nor Seed is responsible for any costs Customer incurs to maintain internet access or an email account.
1. Consent to the Terms of this Agreement
We may amend or change this Agreement at any time by posting the amended documents (including this Agreement) on https://seed.co, and any such amendment shall be effective upon such posting to the Website. The current Agreement is available at https://seed.co. We will provide reasonable notice in writing or by any method permitted by law of an adverse change to this Agreement. However, if a change is made for security purposes, such change can be implemented without prior notice. When we change this Agreement, the updated version of this Agreement supersedes all prior versions and govern the Account. Customer’s continued maintenance or use of the Account after the change, will be deemed acceptance of any change and Customer will be bound by it. If Customer does not agree with a change, Customer may close the Account as provided in this Agreement. Customer’s termination of this Agreement will not affect any of our rights or Customer’s obligations arising under this Agreement prior to such termination.
3. Closing the Account
To close the Account the Account Owner, or any other Authorized Signer on the Account, may do so by contacting Seed at email@example.com or 1-855-733-3683. After the Account is closed, we have no obligation to accept deposits or pay outstanding items, but may do so at our discretion and any access device will no longer be active. Customer agrees to hold Seed and the Bank harmless for honoring or refusing to honor any check, paper draft, or other item on a closed Account. It may take up to 30 days to process the Account closure. A Bank check for the balance in the Account will be sent to the address on file within fourteen (14) business days after the Bank has received all required documentation for closing the Account. Required documentation includes a written, signed request to close the Account and proof of identify documents if not already on file with us. Additional documents may be required in certain specific circumstances and will be requested if needed. The Bank reserves the right to refuse to retain any remaining balance less than $2.00. The Bank reserves the right to close the Account at any time.
B. ACCOUNT BASICS
1. Opening the Account
Important information about procedures for opening a new Account. 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 or business that opens an Account. We will ask for the name, address, date of birth, and other information that will allow us to identify the Account Owner. We will also ask for other information related to the business entity, and Authorized Signers. If we are not able to validate the identity or authenticity of the Account Owner or the business entity to our satisfaction, we may not open the Account. If we are unable to validate the identity of an Authorized Signer, we may not issue them a Card or provide them access to the Account.
We may use information from, and share information with, third parties to help us determine if we should open an Account.
2. Business Deposit Account
A business deposit account is a deposit account that is not held or maintained primarily for personal, family, or household purposes. Examples of business deposit accounts include an account owned by an individual acting as a sole proprietor; a partnership; a limited partnership; a limited liability partnership; a limited liability company; a corporation; a joint venture; or a non-profit corporation.
The Seed Business Account is a checkless demand deposit account to be used by a business entity to make payments and transfers to third parties using online services or the debit Card that is automatically issued with the Account. Paper checks are not included with the Account, however an online check writing service is available, See section C.11, “Check Writing Services” for details.
3. Authorized Signers
The Account Owner may add additional Authorized Signers to the Account during the application process or after the Account has been established. At any point in time, up to three (3) Authorized Signers may be listed on the Account. An Authorized Signer is a person who has actual or apparent authority to transact business on the Account, whether or not the Bank has a record of such person’s electronic signature on file. To add or remove an Authorized Signer from an existing Account, please contact Seed at firstname.lastname@example.org or 1-855-733-3683. The Bank may continue to recognize an Authorized Signer’s authority until the Bank has received and had a reasonable time to act upon a revocation or modification request from the Account Owner.
4. Authorization and Indemnification
Customer authorizes Seed and the Bank to view and obtain information about the Account. Customer also authorizes the Bank to provide information to Seed about Account balances and transactions. Seed is authorized to transact on the Account as necessary for purposes of reconcilement, fee credits or debits, dispute related adjustments, and any other applicable accounting corrections.
Customer agrees to indemnify and hold harmless the Bank and Seed and to promptly pay on demand, any and all losses arising from actions taken by the Bank or Seed in accordance with this Agreement. These indemnifications shall apply, without limitation, to any losses arising from the dishonor of any check or other debit item.
5. Compliance with Laws and Regulations
Customer agrees to comply with all laws applicable to this Agreement, including regulations or ordinances, and orders of governmental and governing authorities, federal and state privacy laws, and anti-money laundering laws.
6. Our Relationship with Customer
This Agreement and the deposit relationship do not create a fiduciary relationship between the Bank and Customer, the Account Owner or any Authorized Signer.
7. Business Days
Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” in this Agreement are calendar days unless indicated otherwise.
C. GENERAL RULES GOVERNING THE BUSINESS DEPOSIT ACCOUNT
The Account and Customer’s obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of the Account is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law.
1. Deposits to the Account
Make deposits to the Account using any of these methods:
|Transaction Type||Frequency and/or Dollar Limits|
|Direct deposit or ACH transfer initiated from an external financial institution||No limit to the number of transactions per day|
No maximum dollar limit
|Qualifying transfers to the Account via the Portals. A qualifying transfer must originate from an external account owned by Customer or the Account Owner. The external account must be linked to the Account. The owner of the external account must complete the link validation process in order for this transfer feature to be enabled. Up to 5 external accounts can be linked to the Account.||No limit to the number of transactions per day, up to $10,000.00, between all linked external accounts|
|Bank by mail deposit||No limit to the number of deposits per day|
No maximum dollar limit
|Wire transfer||No limit to the number of transactions per day|
No maximum dollar limit
|Mobile Check Deposit||See Section J labeled “MOBILE CHECK DEPOSIT” for limits and feature details|
|*Direct deposits, ACH transfers or Bank by mail deposits: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.|
2. Bank by Mail Deposits
To make a deposit by mail, send check(s) to:
The Bancorp Bank
P.O. Box 15329
Wilmington, DE 19885-5329
Checks sent for deposit must: 1) be made payable to the name of the business holding the Account; 2) be properly endorsed for deposit into the Account of the business in the endorsement area on the reverse side of the check; and; 3) include the full 10-digit Account number on the check either in the memo line or in the endorsement area, in order to ensure it is properly deposited to the Account.
3. No Cash or Foreign Currency
We are not liable for any deposits, including cash, lost in the mail, lost in transit, or not received by us.
- Cash- We do not accept cash deposits. Any cash deposits mailed to us will be will be sent back to Customer’s address on file, by standard U.S. mail.
- Foreign Currency- We do not accept deposits of foreign currency. Any deposits received in foreign currency will be sent back to Customer’s address on file, by standard U.S. mail.
4. Check Deposits and Foreign Check Deposits
All checks deposited must be payable to the name of the business holding the Account; the Bank will not accept third-party checks. In the event the Bank receives and detects a third-party check, the Bank will not deposit the check into any account at the Bank. Third-party checks received in our Operations Center will be returned to Customer through the U.S. mail, and the Bank will not be liable for any checks that may become lost in the mail. The Bank reserves the right to reject a deposit if it is made payable to the Bank and contains no means to identify the account to which it should be credited.
We may not accept deposits in foreign funds or checks drawn on banks located outside the United States. If we choose to accept foreign checks, the items are subject to collection prior to being credited to the Account. Funds deposited from foreign checks are available for withdrawal forty five (45) days after the credit is made to the account.
5. Substitute Checks
A substitute check is created from an original check(“Substitute Check”); under federal law, a substitute check is the legal equivalent to the original check. A Substitute Check contains an accurate copy of the front and back of the original check and will include the text “This is a legal copy of your check” in the legend of the copy. Any check drawn from the Account or a returned check from an item deposited into the Account may be returned in the form of a Substitute Check. Customer agrees not to transfer a Substitute Check to us, by deposit or otherwise, if we would be the first financial institution to take the Substitute Check, unless we have expressly agreed in writing to accept it.
6. Preauthorized Transfers
The 10-digit Account number and the bank routing number can be used for preauthorized direct debits (“ACH Debit”) from merchants, internet service or other utility service providers (“Merchants”) and for the purpose of initiating direct deposits to the Account (“ACH Credit”). These transfers will be processed under the Operating Rules of the National Automated Clearing House Association (“NACHA”) and Customer agrees to comply with the NACHA rules. Additional information regarding preauthorized transfers is available in Section G, titled “Electronic Funds Transfer Disclosure and Special Terms and Conditions”.
7. Direct deposits or ACH Credits using an external account from another financial institution
The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.
8. ATM Deposits
ATM deposits are prohibited.
9. Funds Availability
See Section K. Labeled “FUNDS AVAILABILITY” for details.
10. Deposit Corrections
If funds are incorrectly deposited or transferred into the Account, we may correct the situation by deducting the amount of the erroneous deposit from the Account without prior notice to Customer. If there are not enough funds in the Account at that time, the Account could become overdrawn. See the section below titled “No Overdrafts” for more information about what occurs if the Account has a negative balance.
11. Check Writing Services
Paper checks are not included with this Account. However, individual checks can be requested as payments to third parties and remitted on behalf of the business through the Mobile App. Checks sent through the Mobile App must be sent to an address located within the fifty (50) state of the United States. Requests to remit checks to an international address will be denied. To initiate a check request, follow the instructions provided on Mobile App when you access the feature. Once requested, a paper check will be generated and sent to the payee name and address provided. We are not liable for checks sent to an incorrect address. Checks deemed undeliverable will be returned to business address we have on file for the Account. Customer agrees and acknowledges the Bank is not liable for any damages incurred by Customer arising from, or related to, any check writing services, including any damages arising from an incorrect address or refusal of a payee to accept a check drawn on the Account as payment.
Checks will be posted to the Account in order of check number, from low to high, on the day they are presented for payment. Checks with no numbers will be posted in order of amount, from low to high.
The Bank reserves the right to return unpaid any item presented for payment, check or otherwise, that is incompletely or defectively drawn. The Bank also reserves the right to either pay or return any item presented for payment against insufficient or uncollected funds, without prior notice to you.
The Account may not be overdrawn. If the available balance in the Account is insufficient to cover any authorized payment, withdrawal, or check, we can refuse to honor the payment, withdrawal, or check. If the Account balance should become negative for any reason, a deposit or deposits must be immediately made to cover the negative balance. If the Account has a negative balance for sixty (60) calendar days it will be closed.
14. Unauthorized or incorrect debits from the Account
Seed must be notified no later than 2:30 PM ET on the business day following the date of an unauthorized ACH debit or a debit by check is made to the Account in order for the debit to be returned to the originator. If we are notified after this deadline, we may be unable to return the item; Customer may be responsible for the losses it incurs.
To provide notice of an unauthorized or incorrect debit from the Account, please call Seed at 1-855-733-3683.
15. Levies, Garnishments, and Other Legal Processes
If the Account becomes subject to legal action, such as a tax levy or third-party garnishment, we reserve the right to refuse to pay any money from the Account, including checks, ACH debits, debit Card transactions, or other items presented for payment, until the action is resolved. If we are required to pay an attachment, garnishment or tax levy, we are not liable to Customer. Payment is made after satisfying any fees, charges or other debts owed to us. Until we receive the appropriate court documents, we may continue to process transactions against the Account, even if we have received an unofficial notification of an adverse claim. Customer will indemnify us for any losses if we do this.
16. Account Dormancy and Escheatment
If the Account is inactive for a period of time it may be considered dormant and subject to escheatment. Each state has varying laws as to when the Account will be subject to escheatment and we may be required to send the balance in the Account to the state of Customer’s last known address. We will make all reasonable efforts to contact Customer before transferring the remaining balance of the Account to the applicable state. If the Account has an international address, the funds will be transferred to the State of Delaware.
17. Periodic Statements
Periodic statements for the Account will be mailed to Customer each month and are deemed delivered once sent. Carefully review Customer’s statement each statement period and notify us of any discrepancies within thirty (30) days of the statement becoming available. An Authorized Signer can request a paper copy of a periodic Account statement by calling 1-855-733-3683, sending an email to email@example.com, or by writing to: Seed Platform Inc., 777 Florida Street #305, San Francisco, CA 94110.
D. USING THE SEED VISA BUSINESS DEBIT CARD
Account Owner, as well as each Authorized Signer, will receive a Seed Business Debit Card (“Card”) for use with the Account (each, a “Cardholder”). Customer acknowledges and agrees that the funds accessible through use of the Card is limited to the available funds of the Account. Customer agrees to direct Cardholders to sign the back of their Card immediately upon receipt. The expiration date of the Card is identified on the front of the Card. The Card is the property of the Issuer and must be surrendered upon demand. The Card is nontransferable and it may be cancelled, repossessed, or revoked at any time without prior notice subject to applicable law.
1. Activate the Card
A Card must be activated before it can be used. The Card may be activated by calling 1-855-783-7333 or through the Mobile App. The Cardholder will need to provide personal information in order for us to verify their identity.
2. Personal Identification Number
Each Cardholder will receive a Personal Identification Number (“PIN”) with the Card which will be sent in a separate mailing from the Card. The Card must be activated before the PIN is usable. See the activation instructions in the section titled “Activate the Card”. Do not write or keep a PIN with the related Card. Never share the PIN with anyone. Cardholders should enter PINs so that it cannot be observed by others; Cardholders should not enter the PIN into any terminal that appears to be modified or suspicious. If a Cardholder believes someone has gained unauthorized access to their PIN, advise Seed immediately.
3. Authorized Users
Customer is responsible for all authorized transactions initiated and fees incurred by use of the Card or Account. If an individual is permitted access to a Card, Card number(s), Account number(s) or PIN, we will treat this as if Customer has authorized such use and Customer will be liable for all transactions and fees incurred by those persons. Customer is wholly responsible for the use of the Account according to the terms and conditions of this Agreement.
4. Cash Access
With the PIN, a Cardholder may use the Card to obtain cash from any Automated Teller Machine (“ATM”) that bears the PULSE®, NYCE®, STAR® or Plus® Acceptance Mark. All ATM transactions are treated as cash withdrawal transactions. You may use the Card at an ATM and to withdrawal funds from a participating bank (over the counter withdrawal). These are the limits associated with the withdrawal of cash using the Card:
|Transaction Type||Frequency and/or Dollar Limits**|
|Cash Withdrawal (ATM)||No limit to the number of times per day;|
$500.00 per transaction;
up to $500.00 per day
|Cash Back at POS||No limit to the number of times per day;|
$5,000.00 per transaction;
up to $5,000.00 per day
|Over the Counter Withdrawal||No limit to the number of times per day;|
$500.00 per transaction;
up to $500.00 per day
|*ATM Owner-Operators and merchants may impose their own fees and lower limits on cash withdrawals.|
**Limits may change based on the length of time the Account has been open, transaction history and overall Account standing.
5. Transaction Limitations
Maximum transaction limits are subject to the available balance of the Account. These are the maximum limits for the Card.
|Transaction Type||Frequency and/or Dollar Limits*|
|Card Purchase (Signature and PIN)||No limit to the number of times per day|
$5,000.00 per transaction;
up to $5,000.00 per day
|*Limits may change based on the length of time the Account has been open, transaction history and overall Account standing.|
A Cardholder may use the Card to purchase or lease goods or services everywhere Visa debit is accepted as long as transactions do not exceed the available balance of the Account and other restrictions (see examples described below) do not apply. Some merchants do not allow customers to conduct split transactions where the Card is used as partial payment for goods and services and the remainder of the balance is paid with another form of legal tender. If a Cardholder wishes to conduct a split transaction and it is permitted by the merchant, the Merchant must be told to charge to the Card only the exact amount of funds available in the Account. The Cardholder must then arrange to pay the difference using another payment method. Some merchants may require payment for the remaining balance in cash. If the Cardholder fails to inform the Merchant complete a split transaction prior to swiping or dipping the Card, the Card is likely to be declined.
If a Cardholder uses the Card at an automated fuel dispenser (“pay at the pump”), the transaction may be preauthorized for an amount up to $100.00 or more. If the Card is declined, even though the Account sufficient funds available, the Cardholder should pay for their purchase inside with the cashier. If a Cardholder use the Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 20% or more to ensure there are sufficient funds available to cover tips or incidental expenses incurred. A preauthorization places a hold on those available funds until the Merchant sends us the final payment amount of a Cardholder purchase. Once the final payment amount is received, the preauthorized amount on hold will be removed. It may take up to seven (7) days for the hold to be removed. During the hold period, Customer will not have access to the preauthorized amount.
All transactions relating to car rentals may result in a hold for that amount of funds for up to sixty (60) days. If a Cardholder uses the 16-digit Card number without presenting the Card (such as for a mail order, telephone, or internet purchase), the legal effect will be the same as if the Cardholder used the Card itself. For security reasons, we may limit the amount or number of transactions a Cardholder can make with a Card. Account restrictions include, but are not limited to: restricted geographic or merchant locations where there is a higher risk of fraud or illegal activity; restrictions to comply with laws or prevent our liability; and other restrictions to prevent fraud and other losses. For security reasons, we may, with or without prior notice, limit the type, amount, or number of transactions using the Card. Cardholders may not use the Card for illegal online gambling or any other illegal transaction. We may increase, reduce, cancel, or suspend any of the restrictions or add new ones at any time. The Card cannot be redeemed for cash. Each time a Cardholder uses the Card, Customer authorize us to reduce the value available in the Account by the amount of the transaction and any applicable fees. A Cardholder is not allowed to exceed the available amount in the Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the balance of the funds available in the Account, Customer shall remain fully liable to us for the amount of the transaction and any applicable fees. See paragraph 9 of Section C (“No Overdrafts”) for additional details if the Account balance becomes negative.
Neither Customer nor a Cardholder has the right to stop payment on any purchase or payment transaction originated by use of the Card. If a Cardholder authorizes a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds for up to sixty (60) days.
6. Non-Visa Debit Transactions
Procedures are in effect that may impact use of a Card at certain merchant locations. In the past, transactions were processed as a Visa debit transaction unless a cardholder entered a PIN. Now, if a Cardholder does not enter a PIN, transactions may be processed as either a Visa debit transaction, or as an Interlink® transaction.
The Merchant is responsible for and must provide a Cardholder with a clear way of choosing how to make a Visa debit transaction if it supports the option. Please be advised that should the Cardholder choose to use the Visa debit network when making a transaction without a PIN, different terms may apply. Certain protections and rights applicable only to Visa debit transactions as described in this Agreement will not apply to transactions processed on the PULSE®, NYCE®, or STAR® networks.
To initiate a Visa debit transaction at a point-of-sale, swipe or dip the Card through or into the POS terminal, sign the receipt, or provide the 16-digit Card number for a mail order, telephone, or internet purchase. To initiate a non-Visa debit transaction at the POS, Cardholder should enter their PIN at the POS terminal or provide the 16- digit Card number after clearly indicating a preference to route the transaction as a non-Visa debit transaction for certain bill payment, mail order, telephone, or internet purchases.
7. Transactions Made In Foreign Currencies
If a Cardholder makes a purchase in a currency other than the currency in which the Account is denominated and the Card was issued, the amount deducted from the funds will be converted by Visa into an amount in the currency of the Account and Card. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date.
Cardholders should get a receipt at the time of a transaction using the Card. Customer is responsible for retaining, verifying, and reconciling all Card transactions and receipts.
9. Card Replacement
If a Cardholder needs to replace their Card for any reason except at Card expiration, the Account Owner or Cardholder should contact 1-855-733-3683 to request a replacement Card. The Account Owner, or Cardholder seeking a replacement card, will be required to provide personal information, which may include, for example, the Cardholder’s full name, transaction history, or copies of acceptable documentation.
10. Card Expiration
The Card expires no earlier than the “Valid Thru” date printed on the front of it. The Card cannot be used after the expiration date; however, a replacement Card will automatically be mailed to Customer prior to the expiration of the soon-to-expire Card. If a Cardholder needs a replacement Card for any reason other than the Card’s expiration, the Cardholder may request one at any time by following the procedures in the section titled “Card Replacement.”
11. Lost, Stolen Cards; Information Transaction Disputes (Card Transactions Only)
TELL US AT ONCE if Customer or a Cardholder believes a Card has been lost or stolen or if the PIN or the Account number is no longer secure or confidential. Telephoning 1-855-733-3683 is the best and fastest way of reducing Customer liability. Cardholders must not reveal their User ID, Password or PIN or provide the Account or Card numbers to any person not authorized by Customer to use the Account or Card; not write the PIN on the back of the Card or anything kept with the Card; and not leave a computer terminal or mobile device unattended after logging in and accessing the Account.
In the case of a discrepancy or questions about Card transaction(s), call 1-855-733-3683, write to Card Services, PO Box 5017, Sioux Falls, SD 57117, or send an email to firstname.lastname@example.org as soon as possible. Customer must contact us no later than sixty (60) days after we posted the transaction(s) to the Account. Customer may request a written history of Card transactions at any time by calling 1-855-733-3683 or by writing to Card Services, PO Box 5017, Sioux Falls, SD 57117.
In case of a discrepancy or questions about Card transactions, Customer will need to tell us:
- Cardholder’s name, Account number and/or the 16-digit Card number.
- A description of the transaction(s) including the date and dollar amount.
- Grounds for the discrepancy.
If this information is provided orally, we may require that the details listed above in writing within sixty (60) calendar days after we posted the transaction(s) at issue. Customer agrees to cooperate fully with our investigation and to provide any additional information or documentation we may need for the claim.
Once we have the required details, information, and/or documents, we will determine whether a discrepancy occurred. If we ask Customer to put details in writing and they are not provided within sixty (60) calendar days of the date we posted the transaction(s) under review, we may not be able to resolve the claim in favor of the Customer.
We will notify Customer of the results in writing after completing our investigation. If we determine a discrepancy occurred we will correct the discrepancy promptly and credit the Account. If we decide there was no discrepancy, we will send the Customer a written explanation.
E. RESPONSIBILITIES, LIABILITY, AND LIMITATIONS
1. Customer’s Acknowledgement
Customer acknowledges (i) the inherent risks and responsibilities associated with conducting business via the internet and that there can be no assurance that inquiries or transaction activity will be completely secure, despite any security procedures established by us such as firewalls, passwords, and data encryption. Customer also understand that access to the Mobile App will not be free from delays, malfunctions, or other inconveniences generally associated with this electronic medium, and further agrees we are not responsible for any such delays, malfunctions, or inconveniences; (ii) Customer and Authorized Signers are responsible for maintaining all equipment required for its access to and use of the Account; and (iii) Customer authorizes Seed, the Bank, or any third party on Seed or Bank’s behalf, to serve as agent in processing transaction instructions received from Customer via the internet, and to post such transactions to the Account. Customer will be solely responsible for the timeliness, accuracy and adequacy of the data entered as well as the completeness of any instruction entered.
2. Customer Additional Responsibilities
Customer is responsible for actions that may be taken by anyone using the Mobile App after signing in with an Authorized Signer’s security information, except as otherwise set forth herein or as part of this Agreement. We are entitled to rely and act upon instructions received using any Authorized Signer’s security information. Customer is further responsible for keeping its security information confidential and for ensuring that each Authorized Signer has signed off of a Mobile App when a session is complete to prevent unauthorized persons from accessing the Account.
3. Disclaimer of Warranties
To the fullest extent permitted by law, we do not make any warranties of any kind related to the Mobile App, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose. We further do not warrant that the Mobile App will be uninterrupted or error free, that defects will be corrected, or that the Mobile App is free of viruses or other harmful components. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE MOBILE APP IS PROVIDED ON AN “AS IS” BASIS.
4. Information Processing and Reporting
The Bank will not be responsible for determining the accuracy, timeliness or completeness of any information or instructions that an Authorized Signer provides to us for any service related to the Account. Customer agrees to maintain adequate backup files of the data it submits for a reasonable period of time in order to facilitate any needed reconstruction or reprocessing of Customer’s transactions (e.g., due to a telecommunication failure). If we are unable to provide a processing services for any reason, we will take reasonable steps to resume processing within a reasonable timeframe.
5. Unauthorized Transactions and Errors.
The Bank’s security procedures are not designed for the detection of errors (e.g. duplicate payments or errors contained in Customer instructions). We will not be obligated to detect errors by Customer, Authorized Signers, or others, even if we take certain actions from time to time to do so. It is Customer’s responsibility to notify Seed immediately at 1-855-733-3683 upon belief any security information (such as passwords, or other credentials) has been lost, stolen or otherwise made available to an unauthorized person, or that someone has viewed, downloaded, or deleted electronic records from the Account without Customer’s permission, or if Customer or an Authorized Signer suspects any fraudulent or unauthorized activity (including errors) on the Account. Customer further agrees to comply with all notification requirements set forth in this Agreement. Customer’s liability for any unauthorized transactions (including errors) will be determined based on the terms set forth in this Agreement. Customer agrees to promptly repay any amount erroneously credited to the Account. Please see also the paragraph 14 of Section C (Unauthorized or incorrect debits from the Account) for additional details.
6. Data and Information Supplied by Customer.
Customer shall transmit or deliver data and other information in the format provided for in this Agreement. Customer shall have the sole responsibility of ensuring the accuracy and correctness of the data transmitted. Customer acknowledges and agrees that the Bank shall not examine the data for correctness and that the Bank shall not have any responsibility for detecting errors in the data transmitted by Customer. The data transmitted by Customer must be legible, correct and complete. The Bank shall not process, nor will the Bank be liable to Customer for failure to process, the data if it is not in the format specified by the Bank or if the data is incomplete. The Bank shall not be liable for errors or omissions caused by data that is rejected as the result of Customer’s failure to provide the data in accordance with the standards specified in this Agreement, or applicable instructions. Customer agrees that Customer shall be solely liable for, and the Bank shall not have any liability whatsoever for, any data or other information that is not received by the Bank or for any data or other information that is intercepted or altered by an unauthorized third party. Customer agrees that the Bank has no obligation to accept any data or other information and, therefore, may reject any data or other information transmitted or delivered by the Customer in connection with this Agreement.
7. Data Review.
Customer has sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by the Bank and delivered to Customer in connection with the Account. Customer agrees to carefully review all records and other information provided or made available to Customer by the Bank and to report any discrepancies within thirty (30) days of Customer’s receipt of the record or other information showing such discrepancies. Customer’s failure to promptly report to the Bank within such specified time the existence of any discrepancies in any record or other information constitutes Customer’s acceptance of the record or other information as valid and accurate and shall preclude Customer from asserting against the Bank any claims arising from or any loss caused by the discrepancy.
8. Limitations of the Bank’s Liability and Obligations to Customer.
In the performance of the services required by this Agreement, the Bank shall be entitled to rely solely on the information, representations and warranties provided by Customer and Authorized Signers pursuant to this Agreement. Except as otherwise specifically provided by law, the Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only in the event of loss due to its gross negligence or willful misconduct in performing those services. In no event shall the Bank have any liability for any consequential, special, incidental, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability Customer may assert. The Bank is not liable for any damages Customer may incur due to a delay in Seed providing the Bank with any notices or information Seed receives from Customer. Without limiting the foregoing, the Bank shall not be liable for and the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions beyond Bank’s control. To the extent allowed by law, the Bank shall not be liable for and shall be excused from failing to process or any delay in processing a transfer of funds (i) if, in the Bank’s sole discretion, processing a transfer would violate or contribute to the violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer, in the Bank’s sole discretion, would cause it to engage in an unsafe and unsound practice. Without limiting the generality of the foregoing, in no event will the Bank’s liability for any loss, cost, or liability arising from the Bank’s gross negligence or willful misconduct exceed the average monthly charge for the Account-related services in question for the month preceding the date or loss, except as otherwise required by UCC Article 4A. Any claim, action or proceeding by Customer to enforce the terms of this Agreement or to recover for any Account-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. Customer agrees to cooperate with the Bank in any loss recovery efforts the Bank undertakes to reduce any loss or liability that arises in connection with the Account. Customer acknowledges any Bank fees have been established in contemplation of: (a) these limitations on the Bank’s liability; (b) Customer’s agreement to review statements, confirmations, and notices promptly and to notify Bank immediately of any discrepancies or problems; and (c) Customer’s agreement to assist the Bank in any loss recovery efforts.
9. Current Day Balance Information and Current Day Transactions.
Customer acknowledges that Account information regarding the current day may change. For instance, over the counter items may not be reflected and interruptions in communications can occur and the Bank shall not be responsible for current day balance or current day transaction information. Customer acknowledges that Customer’s decisions based on Bank’s information on current day balances and current day transactions must take into consideration information that is known or should be known to Customer and to Authorized Signers, or Customer’s employees and not known to the Bank or not reflected in the current day balance or transaction information Customer obtains from the Bank.
F. WIRE TRANSFER SERVICES
The following provisions apply to funds transfers Customer sends or receives through the Bank (“Wire Transfers”). Customer shall also execute a separate “Wire Transfer Agreement” with the Bank if Customer wants to initiate Wire Transfers. In the event of a conflict between this Agreement and the Wire Transfer Agreement, the Wire Transfer Agreement (as amended from time to time) shall prevail.
The Uniform Commercial Code (“UCC”) includes provisions relating to Wire Transfers. The provisions define the following terms: funds transfer, payment order and beneficiary. The terms are used here as they are defined in Article 4A of the UCC titled “Funds Transfers” as adopted by the state whose law applies to the account for which the funds transfer service is provided. In general, a funds transfer is the process of carrying out payment orders that lead to paying a beneficiary. The payment order is the set of instructions given to the Bank to transfer funds. The beneficiary is the person or business who received the payment.
Subject to the terms and conditions of this Agreement, as well as the Wire Transfer Agreement, Customer hereby authorizes the Bank and the Bank hereby agrees to honor, execute and charge to the Account all telephonic or online requests, if online service is available, by Authorized Signers for the Wire Transfer of funds.
1. Fedwire/Wire Transfers
Fedwire is the electronic funds transfer system of the U.S. Federal Reserve Banks. When a payment order is sent or a funds transfer received, we or other banks involved in the funds transfer may use Fedwire. If any part of a funds transfer is carried out by Fedwire, the transfer is governed by Regulation J of the Federal Reserve Board.
2. Cutoff Times
We have cutoff times for processing payment orders. If the Bank received Customer’s payment order after 5:00 pm ET, Monday through Sunday or a federal holiday, it may be processed on the next funds-transfer business day.
3. Security Procedures
An Authorized Representative (as defined in the Wire Transfer Agreement) giving the Bank a telephonic Wire Transfer instruction shall call Seed at 1-855-733-3683. The person shall identify herself or himself by first and last name as an Authorized Representative of Customer and provide Customer’s Wire authorization code. The Bank shall then obtain the information required to process the Wire Transfer request (“Wire Instruction Data”). All Wires received by telephone will receive a call back from the Bank’s Wire department to confirm authenticity and verification of Wire instructions. Customer further agrees to comply with any other security procedures that the Bank adopts now or in the future for initiation of Wire Transfers.
4. Amending or Canceling Wire Transfers
Customer may only amend or cancel a payment order prior to the funds transfer being sent by the Bank. The Bank may make a reasonable effort to act on such amend/cancel requests, but the Bank is not liable to Customer if, for any reason, a payment order is not amended or cancelled. Customer agrees to reimburse the Bank for any costs, losses or damages incurred in connection with such request to amend or cancel a payment order.
5. Inconsistency of Name or Number
When receiving a payment order, payment may be made by the Bank, or by other banks, to which the payment order is forwarded, based solely on the account number even if the account number identified a beneficiary different from the beneficiary named by the originator of the payment order. Furthermore, when receiving a payment order, we may rely, and any other banks to which the payment order is forwarded may rely, on the bank identification number provided in the payment order even if the identification number identifies a bank different from the bank named by the originator of the payment order.
6. Sending a Wire Transfer
We may select any intermediary bank, funds transfer system, or means of transmittal to send payment orders. Our selection may differ from those indicated in such instructions. For outgoing wire transfers, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
|Outgoing Wire Transfer||No limit to the number of Wire Transfers per day;|
$50,000.00 per Wire Transfer;
up to $50,000.00 per day
7. Notice of Rejection
The Bank may refuse to accept payment orders. International Wires will be refused. The Bank will notify Customer of any rejection electronically or orally. The Bank is not liable for the rejection or obligated to pay interest for the period before Customer receives timely notice of rejection.
8. Discrepancies or Questions About Payment Orders
The Bank will provide Customer notice about funds transfers by listing them on the periodic statement for the Account. In some cases, we may also notify Customer electronically or in writing. Notify Seed at once if a funds transfer shown on Customer’s statement or notice appears to be incorrect.
9. Receiving a Wire Transfer
The Bank may receive instructions to credit funds to the Account. We may receive a Wire Transfer directly from the sender, through a funds transfer system or through some other communications system. For incoming Wire Transfers, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
|Incoming Wire Transfer||No limit to the number of Wire Transfers per day;|
No maximum dollar limit
G. ELECTRONIC FUNDS TRANSFER SPECIAL TERMS AND CONDITIONS
The 10-digit Account number and bank routing number can be used for ACH Debits and ACH Credits (as defined in Section C.5).
Note: The payee name on any direct deposit(s) or ACH Credit(s) we receive must match the business name on the Account. Any such deposits received in a name other than the name registered to the Account will be returned to the originator.
1. Cut-off Time
The business day cut-off time for scheduling ACH transfers is 5:30 PM ET. Any transfer scheduled after the cut- off time will be treated as if it were scheduled on the next business day.
2. Transaction Limits.
For outgoing ACH transfers originated from the Account, the following limits apply:
|Transaction Type||Frequency and/or Dollar Limits|
|ACH transfers to an external account||No limit to the number of payments per day|
$50,000.00 per ACH transaction;
up to $50,000.00 per day
3. Electronic Funds Transfer Services
The following terms are used to describe Electronic Funds Transfer (“EFT”) services. “Automated credits” or “direct deposits” are deposits made to the Account by electronic means. “Automated debits” and “automated payments” indicate payments authorized by Customer to be made from the Account by electronic means.
When Customer accepts direct deposits or authorize automatic payments/debits or transfers to or from the Account, the following special terms and conditions apply.
4. Notice Disclosure
Under the operating rules of the National Automated Clearing House Association (“NACHA”), which sets the rules for Account ACH transactions, we are not required to give next-day notice of receipt of an ACH item, and we will not do so. However, we will continue to notify Customer of the receipt of payments in the periodic statements.
5. Choice of Law Disclosure
Because the Account is a business account and not for personal, family or household use, these payments are not subject to the Electronic Funds Transfer Act. Customer’s rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state of Delaware as provided by the operating rules of NACHA, which are applicable to ACH transactions involving the Account.
6. Internet Gambling
In accordance with the requirements of the Unlawful Internet Gambling Enforcement Act of 2006, Customer cannot use the Account or relationship with the Bank to accept credit, funds, instruments or other proceeds from another person in connection with unlawful internet gambling. When the Bank has actual knowledge of Customer participating in restricted transactions, the Bank may use its judgment to deny access to and/or close the Account.
7. Types of Electronic Funds Transfers Available
- Customer may arrange with another party to electronically deposit funds on a one-time or recurring basis directly to the Account.
- Customer may authorize another party, such as a Merchant, to make a one-time or recurring payment(s) using the Account and bank routing numbers, directly from the Account subject to the established limitations on withdrawals and transfers.
- Customer may use the Card to make purchases at Merchants that accept the Card.
8. Direct Deposits or Automated Credits
If Customer has arranged to have direct deposits made to the Account at least once every sixty (60) days from the same person or company, Customer may call 1-855-733-3683 to find out if the deposit has been made.
9. How to Stop Payment of Preauthorized Transfers
A scheduled one-time preauthorized transfer, over the phone or recurring preauthorized transfers using a written authorization form, may be stopped as follows:
If Customer authorized a one-time or recurring payments out of the Account, such payments may be stopped by notifying Seed by email at email@example.com or calling 1-855-733-3683. If you notify us by telephone, email, or the Seed Mobile App, you may be required to confirm the information provided by writing to us at: Seed Platform Inc. 777 Florida Street #305
San Francisco, CA 94110.
Stop payment requests must include the Account number, the name of the payee, the amount of the item to be stopped, and the date payment was scheduled to be made. Customer must indicate if its intention is to stop only one instance, more than one instance. The request needs to be received by us three (3) or more business days before the payment is scheduled to be made. Oral requests not confirmed in writing to us within 14 days are not binding upon the Bank.
Additionally, to permanently revoke a recurring preauthorized electronic transfer, Customer will need to first instruct the originating third party to cancel the applicable preauthorized transfer using whatever methods the originating third party requires. We may ask Customer to provide us with evidence of such revocation and sign an Affidavit of “Authorization Revoked/Stop All Payments” request with us.
10. Stop-Payment Liability
If Customer orders us to stop payment on any preauthorized transfer according to the requirements above and we fail to do so, we will be liable to Customer for any proven loss or damages, unless:
- Customer failed to give us enough information, proper instructions or sufficient time to act on the stop- payment; or
- We do not receive written confirmation of Customer’s telephone or electronic message request to stop payment within fourteen (14) calendar days, and the preauthorized transfer occurs after the fourteenth (14th) calendar days.
In any case, we will only be liable for actual proven damages if the failure to stop such(s) transaction resulted from a bona fide error on our part. If we pay a preauthorized transfer over a valid and timely stop order, we may re-credit the Account. If we do this, Customer agrees to sign a statement describing the dispute with the payee. Customer agrees to transfer to us all its rights against the payee. In addition, Customer agrees to assist us in any legal action taken against the payee.
11. Disputing Transactions
Electronic transfers made from an account used for business purposes, regardless of account ownership, are not subject to the Electronic Funds Transfer Act and Regulation E. In the case of a discrepancy or questions about electronic transaction(s), call 1-855-733-3683, or send an email to firstname.lastname@example.org as soon as possible.
Customer must notify Seed to return any unauthorized ACH Debit entry by 2:30 PM ET. If we are not timely notified of an unauthorized ACH Debit entry, we will not be able to return the item without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between Customer and the originator of the entry.
We may disclose information to third parties about the Account, Card(s) or related transactions:
- Where it is necessary for completing transactions;
- In order to verify the existence and condition of the Account or Card for a third party, such as a Merchant;
- In order to comply with government agency, court order, or other legal or administrative reporting requirements;
- Upon Customers written consent;
- To our employees, auditors, affiliates, service providers, or attorneys as needed; or • Otherwise as necessary to fulfill our obligations under this agreement.
13. Customer Service
For Customer Service assistance or additional information regarding the Account, please contact:
Seed Platform Inc.
777 Florida Street #305 San Francisco, CA 94110
Monday through Friday, 9 AM to 6 PM PT (federal holidays excluded).
14. Telephone Monitoring/Recording
Seed and the Bank may monitor and/or record telephone calls with any Authorized Signer to assure the quality of our Customer Service team, and also when contacting Customer regarding servicing and, if implicated, collections and when contacting Customer regarding servicing or collections, or as required by applicable law.
Customer expressly consents to our recording of telephonic communications with Customer, even if we do not inform Customer of the recording at the time of the call.
15. No Warranty Regarding Goods or Services as Applicable
We are not responsible for the quality, safety, legality, or any other aspect of any goods or services Customer purchases using the Account.
H. ARBITRATION AND WAIVER OF JURY TRIAL
Customer and the Bank agree that the transactions contemplated in this Agreement involve “commerce” under the Federal Arbitration Act (“FAA”). EVERY CONTROVERSY OR CLAIM BETWEEN CUSTOMER AND ANY INDEMNIFIED PARTY ARISING OUT OF, OR IS IN ANY WAY RELATED TO OR RESULTING FROM THIS AGREEMENT, THE ACCOUNT, OR ANY OTHER SERVICES PROVIDED BY SEED OR THE BANK, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN THE INDUCEMENT, WILL BE RESOLVED BY BINDING ARBITRATION UNDER THE FAA. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “Arbitration Rules”). IF A CLAIM IS SUBMITTED TO ARBITRATION, (A) CUSTOMER WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A JURY TRIAL; (B) CUSTOMER WILL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE ARBITRATION RULES; (C) CUSTOMER WILL NOT HAVE THE RIGHT TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE ARBITRATION RULES OR UNDER ANY OTHER RULES, WHETHER OF CIVIL PROCEDURE OR OTHERWISE; AND (D) THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING WITH LIMITED RIGHTS TO APPEAL. IN THE EVENT OF A CONFLICT BETWEEN THIS PROVISION AND ANY OTHER SUCH ALTERNATIVE DISPUTE RESOLUTION PROVISION, THE TERMS OF THIS PROVISION SHALL CONTROL. This agreement to arbitrate disputes will survive the closing of the Account and the termination this Agreement. **NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.
IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, DO NOT ACTIVATE OR USE ANY CARD OR THE ACCOUNT. CALL 1-855-733-3683 TO CLOSE THE ACCOUNT AND REQUEST A REFUND, IF APPLICABLE.**
I. SCHEDULE OF FEES
All fee amounts will be withdrawn from the Account and will be assessed as long as there is a remaining balance in the Account except where prohibited by law. Any time the remaining balance is less than the fee amount being assessed, the balance of the Account will be applied to the fee amount resulting in a zero balance on the Account.
|Fee Description||Fee Amount and Frequency|
|Outgoing Wire||$25.00 per outgoing domestic Wire Transfer sent from the Account. Incoming domestic Wires are accepted at no cost.|
J. MOBILE CHECK DEPOSIT
1. Description of Service and Consent
Mobile check deposit (“Mobile Deposit”) allows a Customer to make deposits to the Account remotely by using the Mobile App to take legible pictures of the front and back of the negotiable check(s) and transmitting images of such instruments to us in compliance with our requirements (“Check Image(s)”). If the Check Image is accepted for deposit, Seed will notify Customer electronically through the communication method(s) elected on the Account as preference (“Electronic Notice”). The Bank will then attempt to collect the item by presenting the image or converting the images into a digital representation of the original check (“Substitute Check”). Unlike traditional check deposits, Customer will retain the original paper check when using Mobile Deposit. See the section captioned “Retention of Original Check” for retention requirements. The manner in which Substitute Checks are cleared, presented for payment and deposited will be determined by the Bank, in our sole discretion. Seed, acting as an agent of the Bank, may change, modify, add or remove functionality from Mobile Deposit at any time, with or without notice to Customer.
2. Mobile Deposit Eligibility; Termination of Account Relationship
Seed, acting as an agent of the Bank, will determine whether Customer is eligible for the Mobile Deposit feature at their discretion or at the request of the Bank. Seed may suspend or terminate the use of Mobile Deposit at any time and without prior notice to Customer. If Customer violates the terms of Mobile Deposit, such actions may be used as basis to terminate the Account.
3. Mobile Deposit Technical Requirements
In order to use Mobile Deposit, Customer must have iOS smartphone capable of installing and running the Mobile App (see relevant app store details for specific hardware and OS requirements) that is additionally equipped with a cameral capable of taking phones with at least a resolution of 1600 x 1200 pixels (2 Megapixels).
There is no fee for depositing a check via Mobile Deposit. In the event that a check deposited by Mobile Deposit is returned by the bank upon which it was drawn (for any reason), there is also no fee. Please note: Mobile carriers may charge for sending and receiving data to upload Check Images using the Mobile App. Customer is advised to consult any applicable mobile service agreement(s) for details on applicable fees.
5. Mobile Deposit Limits
Limits may be imposed on the dollar amount and the number of deposits Customer can make through Mobile Deposit. The following Mobile Deposit limits apply and such limits may change at any time at our discretion:
|Transaction Type||Frequency and/or Dollar Limits|
|Mobile Deposit||No limit to the number of checks per day|
$25,000.00 per check;
up to $50,000.00 per day
6. Prohibited Checks
We may decline to accept any Check Image submitted through Mobile Deposit at our sole discretion. You agree that you will not capture the image of and attempt to deposit any of the following:
Checks payable to any person or entity other than the business registered to the Account (i.e., third party checks);
Checks payable jointly to the business and any other person(s) or business (i.e. made out to ABC Company and John Smith);
Checks containing alterations, illegible items, fraudulent checks, or checks Customer should have known or have reason to believe were fraudulent;
Checks that have been previously deposited at another institution via physical item, image or electronic funds transfers;
Checks from financial institutions located outside of the United States;
Checks not payable in U.S. dollars;
Checks that are more than six (6) months old (i.e. stale-dated);
Checks that are post-dated (i.e. payable on a date in the future);
Remotely created checks (a check created by a merchant with a buyer’s checking account number on it, but without the buyer’s original signature);
Travelers checks and savings bonds;
Non-negotiable instruments, such as promissory notes; or
Starter checks or counter checks (checks from a teller window).
7. Accountholder’s Warranties
Customer will comply with all applicable rules, laws and regulations. Each time a Check Image is submitted for deposit through the Mobile Deposit service, Customer also make all the warranties set forth in and subject to the terms of the Delaware Uniform Commercial Code (“UCC “) for the Check Image as if it were an item subject to the terms of the UCC. Customer makes the following warranties and representations with respect to each Check Image of an original check transmitted to Customer using the Mobile Deposit:
Each Check Image transmitted to the Bank is a true and accurate rendition of the front and back of the original check (at the time it was transmitted), without any alteration, and the drawer of the check has no defense against payment of the check.
The amount, the payee, signature(s), and endorsement(s) on the original check are legible, genuine, and accurate.
Customer is only transmitting eligible checks and items Customer is entitled to enforce.
All Check Images and items include all signatures required for their negotiation.
Customer is using the service only for Customer’s deposits and have not allowed the use of the service for the benefit of any third party.
Other than the Check Image of an original check that is remotely deposited through our service, there are no other duplicate images of the original check.
Customer has possession of each original check deposited using the service.
Customer has ensured that each original check was authorized by the drawer in the amount stated on the original check and to the payee stated on the original check.
Customer is authorized to enforce each item transmitted or are authorized to obtain payment of each item on behalf of a person entitled to enforce such transmitted item.
The information provided for the Account remains true and accurate; and, in the event any such information changes, Customer will immediately notify the Bank or Seed of the change.
Customer has communicated material information to the Bank.
Files and Check Images transmitted to the Bank contain no viruses or any other disabling features that may have an adverse impact on our network, data, or related systems.
Further, Customer agrees that with respect to each Check Image transmitted using Mobile Deposit:
Customer will not deposit, re-present, negotiate, seek to negotiate or otherwise endorse to a third party the original check and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the item (either the original item, or a paper or electronic representation of the original item) such that the person will be asked to make payment based on an item it has already paid.
No party will submit the original check for payment.
8. Third-Party Checks
Third-party checks deposited through Mobile Deposit may be rejected. All Check Images submitted for deposit must be payable to the business and not to a third-party. In the event that a check made payable to a third party is deposited to the Account before we detect it, the Bank may, without notice to Customer, debit the Account and return the funds in the form of a Bank check payable to the payee of the original check and mailed to Customer address on file with us. Neither Seed nor the Bank will be liable for any check returned that becomes lost in the mail.
Both Seed and the Bank reserve the right to reject a Mobile Deposit if it is made payable to the Bank and contains no means to identify the Account to which it should be credited.
9. Funds Availability
See Section K, labeled “EXPEDITED FUNDS AVAILABILITY” for details.
10. Receipt of Check
Neither Seed nor the Bank is responsible for Check Images not received or dropped during transmission. A Check Image will be deemed received only when Seed provides Customer with Electronic Notice confirming receipt of the Check Image. After Check Image receipt is confirmed, the Check Image will be subject to review before it is submitted for deposit and may still be rejected for any reason at the discretion of Seed and the Bank. An Electronic Notice confirmation is not a representation, warranty or other indication that the Check Image will be presented for payment, accepted for deposit or will be honored by any collecting or paying bank. If Seed or the Bank rejects a Check Image received through the Mobile Deposit feature, Customer may contact the individual or company who issued the check to request a new or reissued check be provided to Customer. If Customer re-submits the original check for processing, Seed and the Bank reserve the right to refuse it and may instead require the check be reissued.
11. Retention of Original Check
Once funds from the Check Image have been credited to the Account, Customer must mark the original check as “VOID” and retain it for sixty (60) days. Customer may not present the original check or any Substitute Check created from the original check for payment at any other financial institution. During this sixty (60) day period, you must store the original paper check securely using precautions at least as secure as those Customer would use to protect a blank check. Customer must make the original paper check available to Seed or the Bank for review at any time during this sixty (60) day period as necessary to facilitate the clearing and deposit process, to address third-party claims or for our own audit purposes. Should Customer fail to produce the original paper check, Customer authorizes Seed for the Bank to deduct the amount of the check in question from the Account, regardless of whether such action may cause the Account to not have sufficient funds. Immediately after this sixty (60) day period, Customer must destroy the original paper check.
Customer will endorse any check or other item submitted for deposit exactly as it was made payable. Customer warrants that all endorsements on items deposited into the Account are genuine. Any endorsement must be placed in the one-inch area starting at the left side of the back of an item and the remaining area on the back of the item may not contain any preprinted, stamped or handwritten information. If Customer fails to do this, Customer may be required to reimburse Seed for losses incurred. For any check deposited as a Check Image through Mobile Deposit, Customer must endorse the check by signing or stamping the back and writing “for Mobile Deposit Only to Account #XXXXXX” or as otherwise instructed by Seed before a picture is taken of the check.
K. EXPEDITED FUNDS AVAILABILITY
Information contained in this section is provided to assist Customer in understanding our Funds Availability Policy. All deposits into an account opened through the Bank are processed at a Bank processing facility.
We make funds available according to the type of deposit and when the funds are applied, or credited to the Account. Some types of deposits may not be available for immediate use. When we delay the availability of funds or place a hold on a deposit made to the Account, Customer may not withdraw those funds, and we will not use them to pay any debits, such as ACH transfers or payments or transactions using a Card during the hold period. We have the right to refuse any deposit.
If final payment is not received on any item deposited into the Account, or if any direct deposit, or ACH transfer credit is returned to us for any reason, Customer agrees to pay us the amount of the returned item.
The length of delay in the availability of funds varies depending on the type of deposit. Special rules may apply to new Accounts. Refer to paragraph 7.Section K (Special Rules for New Accounts) below.
2. Business Days and Banking Days
The length of delay in the availability of funds is counted in business days from the day a Customer deposit is applied to the Account. For purposes of determining the availability of Customer deposits, every day is a “business day” except Saturday, Sundays and federal holidays. A “Banking Day” is any business day (up to the Bank’s cut-off hour) when we are open for substantially all banking activities. Deposits received in our Operations center by 3:00 PM ET on a business day or 6:00 PM Eastern Time on a business day for Mobile Deposit will be considered made on that day. Any deposits received by the Bank after that time will be considered made on the next business day we are open.
Funds from Wire Transfers, preauthorized electronic payments received through the ACH network such as payroll direct deposits, or other preauthorized electronic payments will be available on the day the deposit is applied to the Account.
Funds are available on the first business day after the banking day of deposit for:
- Checks drawn on the Bank
- U.S. Treasury checks
- The lesser of $200 or the aggregate amount deposited, on any given banking day, to all Accounts of the Customer made by checks that are not subject to next day availability
- Other checks, such as those listed below, drawn on a bank in the United States when deposited into an account held by the payee of the check and made in person to an employee of the Bank using a special deposit slip. A special deposit slip may be obtained upon request from the Bank employee at the time of Customer’s in-person deposit.
- U.S. Postal Service money order
- Federal Reserve Bank checks
- Federal Home Loan Bank checks
- Treasurer’s/Cashier’s/Teller’s checks o Certified checks
- State and local government checks issued by the State of Delaware
Funds are available on the second business day after the Banking Day of deposit for the following deposit types of checks:
- Other checks drawn on a bank in the United States, including:
- Personal and business checks
- State and local government checks that do not qualify for next day availability
- Treasurer’s/cashier’s checks that do not qualify for next day availability
- Certified checks that do not qualify for next day availability
- Federal Reserve Bank checks that do not qualify for next day availability
- Federal Home Loan Bank checks that do not qualify for next day availability
- U.S. Postal Service money orders that do not qualify for next day availability
The first $200.00 from a deposit of checks, other than next-day items, will be available on the first business day after the day of a Customer deposit. The remaining funds will be available on the second business day after the day of such deposit. For example, assuming no federal holidays during the week, if a check is deposited, other than a next-day item, for $700.00 on a Monday, $200.00 of the deposit is available on Tuesday. The remaining $500.00 is available on Wednesday.
6.Longer Delays May Apply
Funds deposited by check may be delayed for a longer period under the following circumstances:
- Seed or the Bank believe a check deposited check will not be honored.
- Deposited checks total more than $5,000 on any one (1) day.
- A returned, unpaid check (excluding reasons of missing endorsement or post-date) is redeposited.
- Customer overdraws the Account repeatedly in the last six months.
- There is an emergency, such as failure of computer or communications equipment.
We will notify Customer no later than the first business day following the Banking Day on which the deposit is made if we delay Customer’s ability to withdraw funds for any of these reasons, and will tell Customer when the funds will be available. The funds will generally be available no later than the seventh business day after the banking day of a Customer deposit.
7.Special Rules for New Accounts
These special rules will apply during the first thirty (30) days of a new Account opening or any subsequent Accounts opened within that first thirty (30) day period:
- Funds from wire transfers or ACH direct deposits will be available on the business day following the banking day the deposit is received.
- The first $5,000.00 of a day’s total deposits of checks described “Next-Day Availability” will be available on the first business day after the Banking Day the deposit is applied to the account if the deposit meets certain conditions:
- The checks must be payable to the business name registered to the Account.
- The checks must be deposited in person to an employee of the Bank.
Funds in excess of $5,000.00 for next-day items will be available on the ninth (9th) business day after the date of the deposit.
- For U.S. Treasury Checks, the first $5,000 of a day’s total deposit of these checks, whether or not deposited in person, will be available on the first business day after the Banking Day the deposit is applied to the account. Funds in excess of $5,000 will be available on the ninth business day after the banking day the deposit is applied to the account.
- Funds from all other check deposits will be available on the ninth (9th) business day after the Banking Day the deposit is applied to the Account.
This Agreement is effective 3/2018