Definitions
Definitions
“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 13.2(b) of the General Terms.
“ACH Network” means the automated clearinghouse payment network that the member organizations of Nacha control and manage.
“Activity” means any action taken on or related to a Embedded Account's Straddle account that a Straddle Embed Platform or a Embedded Account initiates, submits or performs, either through the Straddle Technology or through the Straddle Embed Services, including communication regarding the Services as related to that Embedded Account.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
“Authorized Purpose” means the purpose approved by Straddle under Section 2.1 of the Straddle Bridge Terms for which you may collect, use, disclose and process Bridge data
“Basic Account” means a Embedded Account enrolled as a Basic account, as described in the Documentation.
“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.
“Beta Service” means any Beta portion of the Services or Straddle Technology.
“Beneficial Owner” means, with respect to any legal entity, any individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, either (a) owns twenty-five percent (25%) or more of the equity interests of such entity, or (b) exercises substantial control over such entity, as described in 31 C.F.R. § 1010.230(d).
“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.
“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.
“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.
"Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.
“Embedded Account” means (a) a Platform User that has a Straddle account onboarded to a Straddle Embed Platform via the Straddle Embed Services.
“Embedded Account Agreement” means the agreement with Straddle that applies to Embedded Accounts, which is accessible on the Straddle Legal Page
“Embedded Account Data” means data about Embedded Accounts and Activity, which may include Protected Data and Straddle Data.
“Bridge Data” means data associated with a Bridge End User’s financial account that Straddle provides to you through the Straddle Bridge Services, which may include account and routing numbers, account ownership information, account balance, and account transactions, from Data Sources.
“Bridge End User” means an End User whose bank account data you request to access, collect, use, and process in connection with the Straddle Bridge services.
“Content” means all text, images, and other content that Straddle does not provide to you and that you upload, publish or use in connection with the Services.
“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.
“Credential Compromise” means an unauthorized access, disclosure or use of your Straddle Account credentials, which includes Straddle API keys.
“Custodial Account” means a custodial account that Straddle maintains, in its name, at the Sponsor Bank or ODFI, for the benefit of all Users using the Straddle Services.
“Advanced Account” means a Embedded Account enrolled as a Advanced account, as described in the Documentation.
“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).
“Cut-Off Time” means the time on a business day by which Straddle must receive an instruction or Financial Account Transaction request from a User in order to process that instruction or request on the same day.
“Data Source” means an entity that provides financial account information to Straddle.
“Data Processing Agreement” means the data processing agreement located at Data Processing Agreement
“Data Warehouse” means a data storage solution listed on the Straddle Website that you select.
“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).
“Documentation” means the sample code, instructions, requirements and other documentation (a) available on the Straddle Website, the first page of which is located at https://docs.straddle.com and https://straddle.dev
"DP Law" has the meaning given to it in the Data Processing Agreement.
“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).
“End User” has the meaning given to it in Straddle’s Privacy Policy.
“End User Rights” means the data privacy rights afforded to End Users under DP Law.
“Entry” has the meaning given to it in the Nacha Operating Rules.
“Express Consent” means a Bridge End User’s express, informed opt-in consent to your collection, use, disclosure, and processing of that Bridge End User’s Data for the Authorized Purpose.
“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.
“FDIC” means Federal Deposit Insurance Corporation.
“FDIC Insurance” means deposit insurance that covers certain types of accounts at FDIC-insured banks.
“Feedback” means ideas, suggestions, comments, observations and other input you provide to Straddle regarding Straddle services and the Straddle Technology.
“Fees” means the fees applicable to the Services.
“Financial Account” means the virtual account that Straddle or its Affiliates creates for a Straddle User as part of the Straddle Services.
“Financial Account Transaction” means an Entry or other transaction in a Financial Account that adds to or subtracts from the Available Balance.
“Financial Institution” has the meaning given to it in the GLBA.
“Financial Partner” means a third party or an Affiliate of Straddle that provides financial services and with which a Straddle Entity interacts to provide the Services.
“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the Nacha Rules.
“Force Majeure Event” means an event beyond the control of a Straddle Entity, including (a) a strike or other labor dispute or labor shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service or inability or delay in obtaining adequate supplies; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) Law or act of a Governmental Authority.
“GDPR” means General Data Protection Regulation (EU) 2016/679.
“GLBA” means Gramm-Leach Bliley Act, 15 U.S.C. Sections 6802-6809.
“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Straddle or you, as applicable.
“High-Risk Jurisdiction” means any jurisdiction or administrative region that Straddle has deemed to be of particularly high risk, as identified on the Straddle Restricted Business List.
“High-Risk Person” means any individual or entity that Straddle has deemed to be of particularly high risk, as identified on the Straddle Restricted Business List.
“Hold” means a restriction on the availability of funds in a Financial Account that a Straddle Entity places as a result of delayed funds availability, Legal Process or other reason.
“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):
(a) as defined by Law, you are unable (or deemed to be unable) to pay your debts;
(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;
(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);
(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;
(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;
(f) a moratorium is agreed or declared with respect to all or part of your debts;
(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;
(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;
(i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;
(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;
(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or
(l) where any User Entity or shareholder of a User Entity is subject to any of the events listed in this definition.
“IP Claim” means a Claim made against you by a third party alleging that the Straddle Technology, Services or a Straddle Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Embedded Accounts.
“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Straddle.
“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.
“IRS” means Internal Revenue Service.
“IRS Code” means Internal Revenue Code, 26 U.S.C. Title 26.
“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.
“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.
“Mark” means a trademark, service mark, design mark, logo or stylized script.
“Merchant Initiated Transaction” means a Transaction or a series of Transactions that you initiate according to an authorization (i.e., end user consent) that you receive from a Customer that authorizes you to initiate the Transaction(s) on the agreed terms, without requiring the Customer to take any further action to trigger their initiation by you.
“MOTO Transaction” means a Transaction that you initiate through a mail order or over the telephone.
“Nacha” means the National Automated Clearinghouse Association.
“Nacha Operating Rules” means the rules Nacha publishes that govern automated clearing house transactions on the ACH Network, located at www.nachaoperatingrulesonline.org.
“Originator” has the meaning given to it in the Nacha Operating Rules.
“Payment Account Details” means the Payment Method account details for a Customer that the Nacha Data Security Standards require to be protected, which may include the Customer’s name, and with respect to bank accounts, the Customer’s account and routing number.
“Payment Method” means a payment method that Straddle accepts as part of the Straddle Payments Services (e.g., a bank account)
“Payment Method Provider” means the provider of a Payment Method (e.g., Nacha, The Clearing House, The Federal Reserve, Visa, Inc.).
“Payment Method Rules” means the publicly available guidelines, bylaws, rules and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used.
“Payment Method Terms” means terms that apply to your acceptance and use of a Payment Method, located on or accessible from the Straddle Website, including on the Straddle Legal Page, and which as of the Effective Date are described on that page as “Payment Method Terms.”
“Funding Delay” means a delay to the Funding Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Straddle; (c) your equipment, software, or other technology; (d) a delay or failure of a Financial Partner to settle a Transaction to Straddle, including as a result of a Financial Partner’s default, insolvency, or bankruptcy; or (e) a Force Majeure Event.
“Funding Schedule” means the schedule available in the Straddle Dashboard that shows the number of business days following the Transaction date that it takes for Straddle to initiate transfer of Transaction settlement deposit funds to a User Bank Account.
“PCI-DSS” means the Payment Card Industry Data Security Standards.
“PCI Standards” means PCI-DSS and Payment Card Industry Software Security Framework (PCI-SSF), including successor standards (if any).
“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.
“Platform Provider” means the platform that gives you access to the Straddle Services (if you are a Embedded Account or if you otherwise access the Straddle Services through a platform).
“Platform Provider Agreement” means, collectively, the agreements that a Straddle Embed Platform has with its Embedded Accounts.
“Platform Services” means the products and services that Platform Users receive from a Straddle Embed Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services).
“Platform User” means, where you are acting as a Straddle Embed Platform, a user of your platform.
“Pooled Account” means a pooled account to which Transaction settlement funds are credited.
“Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity.
“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.
“Protected Data” means (a) all User Information that you provide to Straddle; and (b) any Personal Data that Straddle uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.
“Refund” means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction.
“Representative” means an individual submitting your application for a Straddle Account.
“Reserve” means funds described as such by Straddle, which Straddle holds as security against liabilities you incur under this Agreement.
“Restricted Business” means any category of business or business practice for which a Service cannot be used, as identified on the Straddle Restricted Business List (located on the Straddle Website) for the applicable Service and jurisdiction of your Straddle Account.
“Reversal” means the reversal of the settlement of funds for a Transaction Deposit or Payout Withdrawal.
“Service” means a service Straddle (or its Affiliate, as applicable) makes available to you under this Agreement.
“Services Terms” means terms in this Agreement that apply to particular Straddle services (e.g., Straddle Payments Terms).
“Straddle Account” means your Straddle account.
“Straddle API” means all instances of the Straddle application programming interfaces, including all endpoints that enable Straddle users to use Straddle services.
“Straddle Embed Platform” means a platform provider that uses the Straddle Embed Services to extend Straddle Services and Straddle API to its Platform Users
“Straddle Embed Services” means (a) if you are a Straddle Embed Platform, the Services that enable you to create and manage Straddle accounts Embedded in your platform, as described in the Documentation; or (b) if you are a Embedded Account, the Services described in the Embedded Account Agreement.
“Straddle Dashboard” means the interactive user interface through which a Straddle user may view information about and manage a Straddle account.
“Straddle Data” means data that you obtain via the Services, including (a) information relating to Straddle API interactions via the Straddle Technology; (b) information Straddle uses for security or fraud prevention; and (c) all aggregated information Straddle generates from the Services.
“Straddle Entity” means Straddle or any of its Affiliates.
“Straddle Bridge Services” means the Services that enable you to verify End User financial accounts
“Straddle Identity Services” means the Services that enable Straddle to collect and verify, and Straddle and you to store, information regarding individuals for the purpose of verifying the identity of those individuals.
“Straddle Identity Services Documentation” means the Documentation, along with other documentation that Straddle makes available to you (including via email and the Straddle Dashboard), relating to the Straddle Identity Services.
“Straddle Legal Page” means legal.straddle.com
“Straddle Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Straddle Parties.
“Straddle Parties” the directors, employees and agents of each Straddle Legal Entity.
“Straddle Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer profiles
“Straddle Pricing Page” means https://straddle.com/pricing
“Straddle Watchtower Data” means the Watchtower Scores and other data you receive through the Straddle Services
“Straddle Watchtower Services” means the Services that are designed to enable you to detect and evaluate the risk that a Transaction or other related activity is fraudulent.
“Straddle Technology” means all hardware, software, application programming interfaces (including the Straddle API), user interfaces (including the Straddle Dashboard), and other technology that Straddle uses to provide and make available the Straddle services.
“Straddle Website” means www.straddle.com
“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.
“Tax Information Report” means a required tax information return or report, including IRS Form 1099K, IRS Form 1042-S, or any other similar form.
“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.
“Transaction” means a Payment Method transaction request initiated via the Straddle Technology through which Straddle is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.
"Treasury Authorized User" means an individual that a Straddle Treasury Accountholder authorizes to use the Straddle Treasury Services.
“Sponsor Bank” means a bank insured by the Federal Deposit Insurance Corporation through which a Straddle Entity holds Straddle User funds.
“Regulatory Requirements” means Law, the rules of the Payment Networks, their regulators and the data security standards
“Payment Networks” means the electronic funds transfer networks the Straddle Services uses, including the ACH Network, The Clearing House, and debit card networks.
“Update” means a modification, feature enhancement or update to the Services or Straddle Technology that requires you to take some action, which may include changing your implementation of the Services or Straddle Technology.
“User Affiliate Reserve” means funds described as a reserve by Straddle, which a Straddle Entity holds as security against liabilities that any User Entity incurs under its agreement with a Straddle Entity.
“User Bank Account” means a bank or other financial institution account you identify to Straddle.
“User Compliance Information” means information about you that Straddle requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Straddle Account.
“User Financial Information” means (a) information about you that Straddle requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Straddle to calculate your risk of loss; and (c) all other information Straddle requests to assess your risk and ability to perform your obligations under this Agreement.
“User Group” means (a) you; (b) any entity or individual that Straddle reasonably determines is associated with you; and (c) each of your and their Affiliates that has entered into an agreement with a Straddle Entity under which a Straddle Entity provides services.
“User Entity” means an individual or entity that is part of the User Group (including you).
“User Information” means User Compliance Information and User Financial Information.
“User Materials” means (a) all Mark or other materials that you or a Straddle Issuing Accountholder wish to place on Cards; or (b) all other materials that you provide to Straddle for the purposes of the Straddle Issuing Programs.
“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.
“Verifiable Individual” means an individual whose Verification Data is submitted through the Straddle Identity Services.
“Verification Data” means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the Straddle Identity Services.
“Watchtower Score” means a numerical risk score or level associated with a Payment or other related activity that the Straddle Watchtower Services provides.