Treasury Accountholder Terms

Last modified: May 26, 2023

1. Stripe Treasury Services.

These terms (“Stripe Treasury Accountholder Terms”) supplement the General Terms and govern your use of the Stripe Treasury Services as a Stripe Treasury Accountholder. If you are a Stripe Connect Platform using the Stripe Treasury Services for your own business purposes, these Stripe Treasury Accountholder Terms apply to you as a Stripe Treasury Accountholder, and references to “Stripe Connect Platform” in these terms are also references to you.

2. Use of the Stripe Treasury Services.

2.1 Scope.

Stripe Treasury Services are money transmission services, and SPC is a licensed money transmitter and registered money services business, as defined under the Treasury Regulatory Requirements. You must reside in the Stripe Treasury Territory to use the Stripe Treasury Services. Your Stripe Connect Platform will provide you access to the Stripe Treasury Services (if applicable). Subject to the Treasury Regulatory Requirements and these Stripe Treasury Accountholder Terms, you and your Treasury Authorized Users will be able to (a) add funds to your Financial Account via ACH, wire transfer and other supported funding methods; and (b) transfer funds from your Financial Account to any account able to receive ACH or wire transfers at any financial institution.

2.2. Acknowledgments.

You acknowledge that:

(a) SPC and its Affiliates are not banks;

(b) the Financial Account is a virtual prepaid account and is not a demand deposit (checking) account, savings account, or other asset or bank account with SPC, an Affiliate of SPC, a Treasury Bank or an Affiliate of a Treasury Bank;

(c) SPC will act as your agent with respect to the Financial Account;

(d) SPC will select the Treasury Bank through which your Financial Account is created;

(e) SPC makes no representation about the sufficiency of the capitalization of the Treasury Bank where your funds are held;

(f) SPC may appoint Stripe as its agent or service provider to exercise its rights and perform its obligations under these Stripe Treasury Accountholder Terms, other than with respect to money transmission services; and

(g) your use of the Stripe Treasury Services may be subject to additional terms specific to your Stripe Connect Platform, which your Stripe Connect Platform will provide at the time you request access to the Stripe Treasury Services.

3 ACH Access.

(a) Under the Nacha Operating Rules, you are the Originator of the Entries you originate via your Financial Account. You must (a) obtain the consent of each of your payors and payees in compliance with the Nacha Operating Rules before originating an Entry over the ACH Network to debit or credit their account; and (b) maintain the security and integrity of all information you collect in the course of making an Entry. SPC may suspend your access to the ACH Network if you originate an Entry that results in a dispute or unauthorized Financial Account Transaction.

(b) Your rights and obligations concerning any credit Entry transmitted via the ACH Network are governed by, and construed in accordance with, the laws of the State of New York. Credit given to the recipient by the recipient’s financial institution for any such credit Entry will be provisional until the recipient’s financial institution has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A of the Uniform Commercial Code as enacted in the State of New York. If the recipient’s financial institution does not receive such payment for the credit Entry, the recipient’s financial institution is entitled to a refund from the recipient in the amount of the credit to the recipient’s account, and you will not be considered to have paid the amount of the credit Entry to the recipient.

4. Custodial Account; FDIC Insurance.

SPC will hold the funds represented in the Financial Accounts in Custodial Accounts and will have control over those funds. Despite Section 5.2 of the General Terms, SPC and its Affiliates will not invest funds held in the Custodial Accounts, except as contemplated under Section 8.6 of these Stripe Treasury Accountholder Terms. Funds in the Custodial Accounts are expected to be eligible for pass-through FDIC Insurance, up to the then-current per depositor limit. FDIC Insurance coverage is contingent on determinations FDIC makes at the time the Treasury Bank goes into receivership or other form of insolvency. The FDIC Insurance per depositor limit applies to the aggregate of all funds that you have on deposit with the relevant Treasury Bank as beneficial owner, including all funds in another account with the Treasury Bank. FDIC Insurance applies only to funds that have settled in a Financial Account and does not apply to funds that are provisionally credited to a Financial Account or that are pending but not yet settled.

5. Set Up and Operation of the Financial Account

5.1. Identity Verification.

You must provide all information that SPC, your Stripe Connect Platform and the Treasury Bank require to open a Financial Account or add a Treasury Authorized User to a Financial Account, including:

(a) your full name and address;

(b) a government-issued identification number, such as a social security number (SSN) or taxpayer identification number (TIN); and

(c) if you are an individual, your date of birth.

5.2 Representation and Warranty.

You represent as of the date you provide the information, and warrant at all times during the Term, that all information that you provide or make available to SPC and your Stripe Connect Platform in connection with your Financial Account (including all information pertaining to your country of citizenship, residence, principal place of business, and legal and tax status) is accurate and complete. You must promptly notify your Stripe Connect Platform of each change to that information. You represent as of the date you request to open a Financial Account, and warrant at all times during the Term, that, if you are an individual opening the Financial Account for a business that is a sole proprietorship, you are the sole owner of that business.

5.3 Authority to Conduct Checks.

You authorize SPC, your Stripe Connect Platform and the Treasury Bank to obtain information about you from their service providers and other third parties, including credit reporting agencies and information bureaus. If required, you must authorize and direct these third parties to compile and provide this information to SPC or the Treasury Bank, as applicable. You agree that this information may include your name, addresses, credit history and other data (including Personal Data) about you, your representatives and your owners.

5.4 Remedies for SPC.

SPC may restrict or close your Financial Account if it or your Stripe Connect Platform is unable to obtain information about or related to you to satisfy Know Your Customer (KYC) and customer identification requirements.

5.5 Not Subject to Sanctions.

By opening a Financial Account, you represent as of the date you request the Stripe Treasury Services, and warrant at all times during the Term, that neither you nor any beneficial owner of your Financial Account is designated under or covered by any sanctions program administered or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control.

6. Tax Reporting.

6.1 Obligation to Provide Form W-9.

You must provide a Form W-9 certifying your tax identification number to SPC when interest starts accruing (or if Stripe requests, upon opening the Financial Account), to enable SPC to report any interest income paid on your funds held in the Custodial Account and allocated to your Financial Account. SPC will not accept a Form W-8 in lieu of a Form W-9.

6.2 Withholding by SPC.

If you are subject to backup withholding or if the IRS notifies SPC or a Treasury Bank that the Treasury Bank does not have a correct tax identification number for you, then SPC may cooperate with the Treasury Bank and withhold and remit to the IRS a percentage of any interest paid and allocated to your Financial Account. Amounts withheld are reported to the IRS as federal tax withheld and will be noted on your IRS Form 1099.

6.3 Responsibility for Tax Reporting.

You are responsible for (a) determining your tax liability related to your Financial Account; and (b) reporting and remitting in a timely manner all taxes due to the appropriate tax authority. SPC or the Treasury Bank will disclose to the relevant tax authorities all income derived from the funds held on your behalf in the Custodial Account (if any) if the Treasury Regulatory Requirements require.

6.4 Obligation to Inform.

You must promptly notify your Stripe Connect Platform of all changes related to your tax affairs, and provide all information that it or SPC requests to comply with the Treasury Regulatory Requirements.

6.5 Obligation to Provide Information.

You must assist SPC and your Stripe Connect Platform by providing records and other information as the Treasury Bank may request.

7. Treasury Authorized Users.

7.1 Instructions from Stripe Connect Platform.

You authorize SPC to accept instructions from your Stripe Connect Platform with respect to Financial Account Transactions, manage your Financial Account and take other action on your Financial Account. You must provide your Stripe Connect Platform with all information regarding your Treasury Authorized Users, any agent appointed under an applicable power of attorney, and the electronic credentials (such as logins) for your Financial Account, and you must immediately provide your Stripe Connect Platform with updated information if that information changes. You must notify your Stripe Connect Platform at least 5 business days before making any change to (a) your form of ownership (such as changing from a sole proprietor to a limited liability company or corporation); or (b) your Treasury Authorized Users.

7.2 Agents.

If you choose to appoint an agent under a power of attorney to manage the Financial Account, the power of attorney must be in a form acceptable to your Stripe Connect Platform and SPC. SPC and your Stripe Connect Platform may rely on a copy of the power of attorney and are not required to confirm its validity.

7.3 Instructions.

If SPC chooses to comply with an instruction that your Stripe Connect Platform transmits, SPC may impose any condition, including requiring that you provide SPC with a surety bond or put in place an indemnity agreement in a form that is satisfactory to SPC. SPC may refuse to comply with an instruction from your Stripe Connect Platform if SPC believes that:

(a) the instruction is fraudulent or you did not authorize it;

(b) there are multiple or conflicting instructions;

(c) your Treasury Authorized User or agent is exceeding their authority in giving the instruction; or

(d) complying with the instruction may expose SPC or its Affiliates to liability.

8. Operating Your Financial Account.

8.1 Denomination.

Your Financial Account is denominated in U.S. Dollars only. Financial Account Transactions in other currencies are not permitted.

8.2 Accessing Your Financial Account.

You may access your Financial Account and the Stripe Treasury Services through the Stripe Treasury Dashboard, and by any other means your Stripe Connect Platform makes available to you. You may use the Stripe Treasury Dashboard to view your Stripe Treasury Account Information and conduct Financial Account Transactions, including adding funds to your Financial Account, transferring funds, and making payments from your Financial Account to third parties. If you use other Services made available to you in connection with your Financial Account or the Stripe Treasury Dashboard, as applicable, additional terms may apply to those Services. You must use the Stripe Treasury Dashboard only in compliance with the documentation that your Stripe Connect Platform makes available to you.

8.3 Account Security.

You must keep your account credentials and the devices on which you access your Financial Account secure and confidential at all times. You must notify SPC immediately at [e-mail] if there has been any actual or suspected unauthorized access to your credentials. In addition to being responsible for Financial Account Transactions conducted on your Financial Account, you are responsible for all losses, damages and costs that SPC and its Affiliates suffer as a result of your delay in notifying SPC of the unauthorized access.

8.4 Representations and Warranties.

You represent on the date you first use the Stripe Treasury Services, and warrant at all times during the Term, that:

(a) you are engaged in a commercial business enterprise organized and operating in the Stripe Treasury Territory;

(b) you reside in the Stripe Treasury Territory;

(c) you do not use the Financial Account to send or receive a payment to or from any bank account or any wire transfer provider located outside the Stripe Treasury Territory;

(d) you comply with all Treasury Regulatory Requirements in connection with your use of the Stripe Treasury Services;

(e) no funds transferred into your Financial Account are proceeds from any criminal activity; and

(f) you do not use the Stripe Treasury Services to enable any individual or entity (including you) to benefit from any Restricted Business.

8.5 Authorization to Share Information.

Unless the Treasury Regulatory Requirements or Stripe’s Privacy Policy prohibits SPC from doing so, you authorize SPC and its Affiliates to share information about you, your Financial Account, and Financial Account Transactions, with your Stripe Connect Platform and other third parties, including the Treasury Bank:

(a) to open the Financial Account and complete Financial Account Transactions;

(b) in connection with investigating any claim you initiate;

(c) to comply with Law applicable to Stripe, the Treasury Bank or your Stripe Connect Platform; and

(d) to comply with an arbitration order.

8.6 Interest.

(a) No Interest Unless Advised. Unless your Stripe Connect Platform advises you otherwise, you will not earn interest on funds in your Financial Account.

(b) Allocation of Interest. If SPC establishes an interest-bearing Custodial Account and your Stripe Connect Platform informs you that your Financial Account will bear interest, then SPC will allocate accrued interest under that Custodial Account in the proportion that your average daily balance during the preceding month bears to the average daily balance of all funds that are held in that Custodial Account over the same time period and calculated on the same basis. SPC will allocate interest to your Financial Account only in whole cents. Any fractional amount of the interest amount that would otherwise be credited to your Financial Account that is less than half of one cent will be rounded down and that fractional amount will be carried over to the following month. Any fractional amount of the funds equal to half of one cent or more will be rounded up and that fractional amount will be carried forward as negative accrual to the following month.

8.7 Legal Process.

You authorize SPC to comply with each Legal Process relating to you or your Financial Account that SPC or your Stripe Connect Platform receives, without needing to determine whether that Legal Process was validly issued or is enforceable. If a Hold is in effect, SPC will continue to charge all applicable fees, even though your Financial Account cannot be closed. SPC may charge you a fee for, and recover SPC’s costs incurred in, complying with each Legal Process. If the Treasury Regulatory Requirements permit, SPC will deduct those fees and costs from your Available Treasury Balance.

8.8 Abandoned Property.

If the Treasury Regulatory Requirements presume you have abandoned your Financial Account, then SPC will turn over the Available Treasury Balance (excluding funds subject to pending debit Financial Account Transactions or Holds) to the appropriate Governmental Authority in the Stripe Treasury Territory according to the Treasury Regulatory Requirements. You must follow the procedures that the Governmental Authority specifies to obtain your funds.

9. Transactions on Your Financial Account.

9.1 Available Treasury Balance.

Solely for the purpose of determining whether funds are available to be transferred or paid out of your Financial Account, the Available Treasury Balance is (a) increased by the amount of any pending provisionally credited Financial Account Transactions (excluding pending returns) in your Financial Account; and (b) decreased by the amount of Holds on funds in your Financial Account. You can view your Available Treasury Balance on the Stripe Treasury Dashboard.

9.2 Adding Funds to Your Financial Account.

(a) How to Add Funds. You may add funds to your Financial Account by a Financial Account Transaction (such as a direct deposit or an electronic transfer from an external account you own), wire transfer, or from another account at a Treasury Bank.

(b) Agency. You authorize SPC to act as your agent with regard to processing and collecting your Financial Account Transactions. SPC may endorse any credit Financial Account Transaction you present to be added to your Financial Account. If there is a qualified endorsement on a credit Financial Account Transaction, SPC may place your unqualified endorsement on the credit Financial Account Transaction.

(c) No Obligation to Notify. SPC is not obligated to notify you promptly after funds are added into your Financial Account. You can confirm via the Stripe Treasury Dashboard whether SPC has received a Financial Account Transaction that adds funds to your Financial Account.

9.3 Transfers from your Financial Account.

By initiating a transfer from your Financial Account via the Stripe Treasury Dashboard, you authorize your Stripe Connect Platform to instruct SPC to make the Financial Account Transaction you specify. SPC may deduct the amount of each transfer that your Stripe Connect Platform initiates or approves from your Available Treasury Balance, even if the transfer has not yet been completed. SPC may refuse any transfer (a) by any method that SPC does not specifically permit for your Financial Account; or (b) that does not include all information SPC or the Treasury Bank requires.

9.4 Funds Availability.

(a) Cut-Off Times. SPC establishes Cut-Off Times for various Financial Account Transactions and SPC will provide those Cut-Off Times to you through the Stripe Treasury Dashboard or otherwise in writing. SPC may change the Cut-Off Time from time to time. Any change to the Cut-Off Time will be effective immediately and without notice to you. You may contact SPC at any time to verify the Cut-Off Time.

(b) Relevance of Cut-Off Times. Subject to Section 9.4(c) of these Stripe Treasury Accountholder Terms, funds from ACH, wire transfer or a transfer from an account with the Treasury Bank that SPC receives from your Stripe Connect Platform before the Cut-Off Time will be available in your Financial Account on that business day. SPC must receive requests that you make via the Stripe Treasury Dashboard to transfer funds from your Financial Account before the Cut-Off Time in order to initiate the transfer on the same business day. If SPC receives a transfer request on or after the Cut-Off Time or on a day that is not a business day, SPC will generally initiate the transfer on the next business day.

(c) Right to Hold Transfers. SPC may Hold funds transferred to your Financial Account by ACH, wire transfer or a transfer from a Financial Account with the Treasury Bank if SPC has reasonable cause to doubt collectability, is concerned about potential fraud, including for new Financial Accounts or large transfers of funds, or is concerned about compliance with the Treasury Regulatory Requirements. SPC may place a Hold for more than your Available Treasury Balance.

9.5 Account Numbers.

SPC and any other person involved in the Financial Account Transaction may rely on the routing number and account number that you provide when giving a transfer instruction. If the transfer instruction gives both a routing number or account number and a name, and the name identifies a different person from the account owner identified by the number, SPC and any other person that handles the instruction may still rely exclusively on the number.

9.6 Processing Order.

SPC will process your Financial Account Transactions on each business day in the following order:

(a) first, transfers to your Financial Account that SPC receives from your Stripe Connect Platform before the Cut-Off Time will be processed in the order in which SPC receives them, but any amounts credited to your Financial Account are provisionally credited until those funds clear; and

(b) second, transfers from your Financial Account (e.g., other Financial Account Transactions resulting in deducting funds from your Financial Account) that SPC receives by the Cut-Off Time will be processed in the order in which SPC receives them.

Reversals of provisional credits may occur at any time during this process. SPC may use a different processing order if the Treasury Regulatory Requirements require.

9.7 No Overdrafts.

There is no overdraft feature associated with your Financial Account. If your Available Treasury Balance is not sufficient to pay for each Financial Account Transaction in the order in which it is processed, SPC may return or reject the Financial Account Transaction, or SPC may permit the Financial Account Transaction to proceed, in which case your Financial Account may become overdrawn. SPC does not impose a fee when it returns or rejects a Financial Account Transaction for which there are insufficient funds. However, third parties may impose a fee or other charge (such as penalty interest) for dishonored or late payments, and you are solely responsible for those fees and charges.

9.8 Use of Provisional Funds.

All Financial Account Transactions credited to your Financial Account are provisionally credited subject to final settlement. If SPC permits you to transfer funds from your Financial Account before final settlement has been made for any provisionally credited Financial Account Transaction, and final settlement is not made, then you will be liable to SPC for the amount of the drawn provisional credit, collection costs, attorneys’ fees, and all other losses, damages or costs that SPC incurs in allowing the Financial Account Transaction to proceed. SPC has the right to (a) charge your Financial Account; (b) obtain a refund from you; and (c) charge back any provisionally credited Financial Account Transaction. Except to the extent caused by SPC’s gross negligence or willful misconduct, SPC will not be liable for any losses, damages or costs resulting from any reversal of credit or return of any Financial Account Transactions.

9.9 Your Right to Stop Payment.

If you wish to stop any scheduled or preauthorized transfer from your Financial Account, then you must give your Stripe Connect Platform instructions to do so in time for the Stripe Connect Platform to instruct SPC at least 3 business days before the day on which the Financial Account Transaction is scheduled to be made. If you scheduled or preauthorized the transfer via the Stripe Treasury Dashboard, then you may change or cancel the transfer via the Stripe Treasury Dashboard at least 3 business days before the day on which the Financial Account Transaction is scheduled to be made.

9.10 SPC’s Right to Refuse.

To the extent the Treasury Regulatory Requirements do not prohibit the actions listed in this Section 9.10, SPC may refuse to complete any Financial Account Transaction, including:

(a) if your Financial Account has insufficient funds to cover a Financial Account Transaction;

(b) if SPC is unable to verify ownership of or other information about your Financial Account, or the individual or entity to or from whom the funds will be transferred;

(c) to protect the security of your Financial Account and SPC’s systems; or

(d) if the Financial Account Transaction would violate these Stripe Treasury Accountholder Terms or the Treasury Regulatory Requirements.

9.11 Financial Account Transaction Limitations.

There are limits on the number and value of Financial Account Transactions that you may make from your Financial Account, which are described on the Stripe Treasury Dashboard or otherwise disclosed by SPC or your Stripe Connect Platform. SPC may allow Financial Account Transactions that exceed applicable limits, or temporarily reduce your limits from time to time without notice (unless the Treasury Regulatory Requirements require otherwise). SPC or your Stripe Connect Platform may change the limits at any time.

9.12 Reviewing Your Financial Account Transactions.

(a) Obligation to Review. You must review your Financial Account history and each Financial Account Transaction as soon as possible. If you believe that there is an error or discrepancy in a Financial Account Transaction, you must notify your Stripe Connect Platform promptly, and no later than 30 days after your Stripe Connect Platform makes the Financial Account history available to you (or, if applicable, a longer period stated in the Treasury Regulatory Requirements). If you believe an unauthorized Financial Account Transaction has been made on your Financial Account, then you must immediately notify your Stripe Connect Platform, and in any case within 1 day after you become aware. If SPC or your Stripe Connect Platform requests, you must submit a written statement with details about the unauthorized Financial Account Transaction. If you fail to notify your Stripe Connect Platform as required under this Section 9.12(a), or your Stripe Connect Platform does not notify SPC in a timely manner, then losses, damages, or costs you suffer as a result of the unauthorized Financial Account Transaction may not be recoverable, or recovery may be more time consuming or difficult.

(b) Assistance in Investigations. You must assist SPC and your Stripe Connect Platform in the investigation and related prosecution of claims for unauthorized Financial Account Transactions by completing the appropriate statements and reports that SPC or your Stripe Connect Platform reasonably requests.

9.13 Withholding Financial Account Transactions.

If after final settlement of any Financial Account Transaction, you or any third party asserts a claim to your Stripe Connect Platform alleging that the Financial Account Transaction was altered, contained a forged or unauthorized signature or endorsement, or was not properly payable for any reason, then SPC may withhold the amount of the Financial Account Transaction from your Financial Account until the claim is finally investigated and resolved.

9.14 Liability Related to Financial Account Transactions.

You are responsible for all Financial Account Transactions on your Financial Account, whether or not they are authorized. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you, your Affiliates or any third party for any losses, damages or costs arising out of or relating to:

(a) a failed Financial Account Transaction on your Financial Account, including if SPC decides to refuse to pay or decline any Financial Account Transaction or if a Financial Account Transaction fails due to circumstances outside of SPC’s control;

(b) SPC or your Stripe Connect Platform completing a Financial Account Transaction or otherwise acting in reliance upon any incorrect or incomplete information provided or made available to SPC or your Stripe Connect Platform;

(c) SPC’s refusal to comply with your Stripe Connect Platform’s instructions under Section 7.3 of these Stripe Treasury Accountholder Terms; or

(d) any correspondent bank’s negligence or failure, or funds lost in transit.

9.15 Compliance with ERISA.

You represent on the date you first use the Stripe Treasury Services, and warrant at all times during the Term, that you do not loan funds to your Financial Account or otherwise deliver property to SPC on behalf of:

(a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA;

(b) a “plan” within the meaning of Section 4975(e)(1) of the IRS Code;

(c) an entity whose underlying assets constitute “plan assets” subject to Title I of ERISA or Section 4974 of the IRS Code by reason of Section 3(42) of ERISA, U.S. Department of Labor Regulation 29 C.F.R. Section 25.10.3-101 or otherwise; or

(d) a “governmental plan” (as defined in ERISA or the IRS Code) or another type of plan (or an entity whose assets are considered to include the assets of a governmental plan or other plan) that is subject to any Law or restriction that is substantively similar or of similar effect to Section 406 of ERISA or Section 4975 of the IRS Code.

You must promptly notify your Stripe Connect Platform if you breach this Section 9.15.

10. Fees and Security.

10.1 Fees.

(a) Fee Disclosure. Your Stripe Connect Platform is responsible for disclosing to you all applicable fees (if any) that apply to your use of the Stripe Treasury Services. Your Stripe Connect Platform will disclose those fees at the time you request access to the Stripe Treasury Services and will disclose any changes before they take effect.

(b) Your Responsibility for Disputes. To the maximum extent permitted by Law, you are liable to SPC for all losses, damages and costs that SPC incurs as a result of any dispute involving your Financial Account, including as a result of relying on your Stripe Connect Platform’s representations or instructions. You authorize SPC to (i) deduct these losses, damages and costs from funds in your Financial Account; or (ii) set them off in accordance with Section 10.1(c) of these Stripe Treasury Accountholder Terms with or without prior notice to you.

(c) Setoff. SPC may deduct, recoup or setoff all fees you owe SPC (if any) from funds in your Financial Account, even if this would cause an overdraft. Alternatively, SPC may invoice you for some or all of those fees on a monthly basis in arrears, and you must pay the fees within 30 days after the date of the invoice.

10.2 Security Interest.

(a) Grant of Security to SPC. To secure debt that you owe to SPC, its Affiliates, or the respective service providers of each (if any, and including amounts owed to SPC that arose from overdrafts or drawn provisional credit under Section 9.7 of these Stripe Treasury Accountholder Terms), you grant SPC a first-priority security interest in, lien on and right of setoff against, all of your rights in (i) your Financial Account; (ii) the funds SPC holds on your behalf in the Custodial Account (if any); (iii) the interest or income (if any) arising from the Financial Account or the funds in that account, the property acquired with the Financial Account or those funds (if any), and all rights related to the Financial Account and those funds; and (iv) the funds in your Stripe Account (if any). The debts that are secured by this security interest, lien and right of setoff include overdrafts and fees that you may owe in relation to your Financial Account, as well as amounts owed to SPC by another individual or entity if you have guaranteed that you will pay their debts. If a debt like this is due or overdue, SPC may use the funds in your Financial Account to pay all or part of that debt. The Law of the state in which the Treasury Bank is headquartered applies to the funds SPC holds on your behalf in the Custodial Account. SPC may file financing statements under the California Uniform Commercial Code to perfect this security interest in the places, in the form and to the extent it considers necessary or appropriate. SPC will have all the rights of a secured party under the California Uniform Commercial Code with respect to this security interest.

(b) No Other Securities. You must not grant a security interest in, lien on or right of setoff against, any collateral described in Section 10.2(a) of these Stripe Treasury Accountholder Terms to any other individual or entity.

11. Restricting or Closing Your Financial Account.

11.1 Restricting Your Financial Account.

SPC may decline, delay, freeze or reverse a Financial Account Transaction or part of a Financial Account Transaction, restrict access to your Financial Account or information on your Financial Account, or remove funds from your Financial Account to hold them pending investigation to protect you, SPC or SPC’s Affiliates, or to comply with the Treasury Regulatory Requirements or other legal obligations. Examples of circumstances where SPC may exercise these rights include where:

(a) you maintain your Financial Account at $0 for at least 90 consecutive days;

(b) your Financial Account has been inactive for at least 12 months;

(c) you breach Section 8.4 of these Stripe Treasury Accountholder Terms;

(d) your Financial Account is involved in any Legal Process;

(e) SPC or your Stripe Connect Platform receives conflicting information or instructions regarding ownership, control or activity of your Financial Account;

(f) SPC or your Stripe Connect Platform suspects that you may be the victim of a fraud, scam or financial exploitation; and

(g) SPC or your Stripe Connect Platform suspects that a Financial Account Transaction involving you or your Financial Account may involve illegal activity or may be fraudulent.

11.2 Replacement Financial Account.

SPC may transfer your Stripe Treasury Account Information and documentation to a replacement Financial Account and account number, including if your Financial Account is reported as compromised, or if SPC reasonably believes it is necessary to protect your Financial Account’s security. SPC may move SPC’s Custodial Accounts (and therefore your Financial Account) to a different financial institution.

11.3 Closing Your Financial Account.

(a) By SPC. SPC may close your Financial Account at any time for any reason upon notice to you or your Stripe Connect Platform.

(b) By You. You may close your Financial Account at any time by giving 30 days’ notice to your Stripe Connect Platform. During this 30-day period, you may transfer funds from your Financial Account in compliance with these Stripe Treasury Accountholder Terms.

(c) SPC Can Keep Financial Account Open. SPC is not required to close your Financial Account at your Stripe Connect Platform’s request if (i) you have pending Financial Account Transactions; (ii) there is an overdraft on your Financial Account; or (iii) your Financial Account is subject to Legal Process. In those cases, SPC may restrict your Financial Account against all future withdrawals, other than those made under Legal Process, until pending Financial Account Transactions are paid or returned, the account balance is no longer negative, and any legal restriction has been released. If your account balance is greater than $0, after SPC deducts fees, expenses, claims and other deductions that SPC has the right to make, SPC may require you to withdraw the remaining balance before SPC closes your Financial Account.

(d) Consequences of Closing Financial Account. After your Financial Account is closed, SPC has no obligation to accept funds into your Financial Account, process Financial Account Transactions through the Financial Account on your behalf, or satisfy any outstanding demands for payment. But, SPC may reopen your Financial Account if SPC receives funds payable to your Financial Account.

(e) Access to Account History. After your Financial Account is closed, SPC will enable your Stripe Connect Platform to provide you access to your Financial Account history for 60 days.

11.4 Adverse Claims.

If there are conflicting instructions with respect to your Financial Account or if there is any dispute regarding your Financial Account, then without limiting SPC’s rights under these Stripe Treasury Accountholder Terms, SPC may refer the conflict or dispute to a court for resolution. If any person notifies SPC of a dispute, SPC does not need to decide if the dispute has merit before SPC takes further action. SPC may exercise any of these rights without notice to you.

12. Limitation of Liability.

To the extent that the Treasury Regulatory Requirements invalidate or render unenforceable any limitations or exclusions of liability of SPC and its Affiliates under this Agreement with respect to failing to stop payment on a Financial Account Transaction, or paying a Financial Account Transaction bearing an unauthorized or forged signature or endorsement, then the Stripe Parties’ aggregate liability with respect to those circumstances will be limited to the face value of the Financial Account Transaction.

13. Interpretation.

In these Stripe Treasury Accountholder Terms, references to “business days” are to business days in the City of New York on which the Treasury Bank is open to the public for carrying on substantially all of its banking functions.