Merchant Processing Agreement

Last updated: 28th April 2020

Introduction

This Merchant Processing and any terms expressly incorporated herein ("Merchant Processing") apply to any access to, or use of, any service made available by Stronghold. This includes the use of the website stronghold.co and its subdomains (the "Stronghold Site"), any mobile applications or any application programming interface (API) provided by Stronghold relating to Stronghold, and to any other related services provided by Stronghold relating to the Stronghold Site (collectively, the "Stronghold Services").

By clicking on an "I Agree" button, or check box presented with or within these Terms, by E-Sign Consent on the Stronghold Site, API, or any Stronghold partner website or app, or elsewhere, or by using any Stronghold Services, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as Stronghold's Privacy Policy.

Part 1: Automated Clearing House Processing Agreement

This Automated Clearing House Processing Agreement (this “Agreement’) is entered into as of the earlier of (i) the date you, acting on behalf of the entity identified in the application submitted to Processor (the “Client’), request access to the Services or the date the Client submits an application to Stronghold Institution Services LLC (the “Processor”), and (ii) the date Processor approves Client’s use of Services (the “Effective Date”). This Agreement is entered into by and among Client and Processor. Each may be referred to herein as a “Party” or collectively as “Parties.”

WHEREAS, Processor provides Automated Clearing House (“ACH”) services as a third-party processor to businesses for the purpose of such businesses receiving payments for the sale of their goods or services or otherwise making payments due to other businesses for goods or services (the “Services”);

WHEREAS, Client is in the business of buying and selling goods and services;

WHEREAS, Client desires to engage Processor to provide Client with Services to pay amounts due in connection with Client’s business or to receive payment from Client’s customers for the purchase of goods or services; and

WHEREAS, Processor desires to provide Client with Services subject to the terms herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Parties hereto, intending to be legally bound, agree as follows:

1. Definitions

1.1 Except as otherwise specifically indicated in this Article 1 or elsewhere in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in the NACHA Rules (as defined below):

"Account" means individually and collectively the Client Account and/or Customer Account.

"ACH" has the meaning provided in the recitals.

"Agreement" has the meaning provided in the preamble.

"Business Day" means Monday through Friday, excluding federal banking holidays.

... (abbreviated for length)

10. Security Procedures

Client agrees to comply with the Security Procedures set forth in this Schedule B in transmitting all Entries (including amendments and cancellations) pursuant to this Agreement. Client understands that the Security Procedures are designed to verify the authenticity, and not to detect errors in transmission or content, of Entries. If an Entry is authorized or issued by Client, or on Client’s behalf, or Client otherwise benefits from such Entry, Client agrees to be bound by the Entry, whether or not Processor complies with the Security Procedures. The Security Procedures for Entries shall consist of the procedures the Processor and Client use to verify that an Entry has been validly issued by Client.