Straddle Payment Services Agreement

Latest Revision: February 14, 2025

1. Straddle Payments Services.

These terms (“Straddle Payments Terms”) supplement the Straddle Service Agreement Terms and govern your use of the Straddle Payments Services.

2. Your Business.

You are solely responsible for the nature and quality of the goods and services you provide (or if you accept donations, the intended use of those donations), and for Transaction receipts, delivery, support, refunds, returns, and for all other ancillary services you provide to Customers. By using the Straddle Payment Services you consent to Straddle verifying each Customer’s identity in accordance with regulatory compliance obligations, determining a Customer’s eligibility and authority to complete a Transaction, and all other issues related to your goods and services and business activities.

3. Payment Methods and Transactions.

3.1 Acceptance and Use Requirements.

As part of the Straddle Payments Services, you may accept payment from / send payment to Customers using various Payment Methods by submitting Transactions to Straddle through the Straddle Technology. All Payment Methods have specific requirements for their acceptance and use. These requirements may be incorporated into the Straddle API and other Straddle Technology, and may be described in the Documentation, the Payment Method Rules and Bank Payment Terms. You must comply with all of these acceptance and use requirements.

3.2 Payment Method Rules and Payment Method Terms.

Your acceptance and use of a Bank Payment Method may be subject to Payment Method Rules, Payment Method Terms, or both. Using the Straddle Payments Services to accept a Payment Method or submit a Transaction constitutes your acceptance of the applicable Payment Method Rules and Payment Method Terms (if any). Payment Method Rules and Payment Method Terms are Financial Services Terms for purposes of this Agreement. In the event of any inconsistency between any provision of this Agreement and the Payment Method Rules or Payment Method Terms, the applicable Payment Method Rules or Payment Method Terms will prevail to the extent of the inconsistency. The Payment Method Terms and Payment Method Rules may be amended from time to time. Your continuing use of the applicable Straddle Payments Services constitutes your agreement to those amended terms.

Some Payment Method Providers require that their Payment Method networks be accessed only through a Insured Deposit Institution or Regulated Financial Institution which may be Straddle, its Affiliate, or a Financial Partner.

Straddle's Financial Partners for Bank Payment Methods are First National Bank of Omaha and Valley National Bank. Straddle may add or remove Payment Method Financial Partners at any time. Any funds at the Financial Partners will be held solely as funds in transit while the Financial Partners and Straddle (acting as a Third Party Sender under the Nacha Rules) complete the settlement of your ACH Entries. No interest will be paid to you on any funds at the Financial Partners and the funds are not FDIC insured. Funds at the Financial Partners are solely funds-in-transit representing individual ACH Entries that are pending disbursement to various accounts pursuant to your instructions received through the payment technology software.

3.4 Payment Method Providers and Financial Partners

Your acceptance and use of the Payment Method may also be subject to Payment Method Rules or Payment Method Terms (or both), as Section 3.2 of these Straddle Payments Terms describes. Payment Method Providers are Financial Partners for purposes of this Agreement. Payment Method Providers may enforce the terms of this Agreement directly against you with respect to that Payment Method Provider’s Payment Method(s). A Payment Method Provider may terminate your ability to accept a Payment Method at any time and for any reason, in which case you will no longer be able to accept that Payment Method under this Agreement. Straddle may add or remove Payment Method Providers at any time.

Straddle may share information about your Straddle Account, including User Information, with Payment Method Providers and Financial Partners as Straddle believes necessary to verify your eligibility to use the Straddle Payments Services, establish any necessary accounts or credit with Payment Method Providers and Financial Partners, monitor Transactions and other activity, and conduct risk management and compliance reviews. Straddle may also share data, including Protected Data, with Payment Method Providers and Financial Partners, and they may use and share this data, for the purpose of assessing your compliance with Financial Services Terms and facilitating Straddle’s, the Payment Method Providers’, and the Financial Partners’ compliance with Law, Payment Method Rules and Payment Method Terms. You waive your right to bring any claim against Straddle arising from Straddle sharing information about User Group with Payment Method Providers and Financial Partners, including any inclusion on a Terminated Merchant List that results from this sharing. Straddle may periodically review your Straddle Account information to verify that you are eligible to use the Straddle Payments Services.

3.8 Customer Communication.

When using the Straddle Payments Services you must, with respect to Customers (a) accurately communicate and not misrepresent the nature, amount and currency of each Transaction prior to submitting it for processing; (b) provide a receipt that accurately describes each Transaction; (c) provide a meaningful way to contact you in the event that your goods or services are not provided as described; (d) not use the Straddle Payments Services to sell goods or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; (e) inform Customers that Straddle and its Affiliates process Transactions for you; and (f) if you are collecting authorizations electronically, ensure that Customers consent to electronic signatures and delivery of communications in accordance with Law. If you engage in Transactions with Customers who are individuals (i.e., consumers), you must provide the disclosures Law requires, and must not engage in unfair, deceptive, or abusive acts or practices.

3.9 Requirements Imposed by Payment Method Rules.

As required by the Payment Method Rules (a) as between the parties, each party is responsible for the acts and omissions of its employees, contractors, and agents; (b) unless a Payment Method Provider agrees otherwise, you cannot bind a Payment Method Provider to any contract or obligation, and you must not represent that you can do so; (c) you will meet data quality requirements for relevant categories of Transaction data (as described in the Payment Method Rules) and in respect of that data, you must comply with all technical specifications mandated by the relevant Payment Method Provider; and (d) you must ensure that Transaction data that you collect is processed promptly, accurately and completely. You must maintain and make available to Customers a fair and neutral refund and exchange policy, and clearly explain the process by which Customers can receive a Refund. If you opt-out of using Straddle's default Customer notification and receipt messaging, you are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and all other issues related to your goods and services and business activities.

3.10 Straddle Watchtower; Your Responsibility for Transactions.

The Straddle Watchtower fraud prevention services are enabled by default and are governed by the Straddle Service Terms. If you do not wish to use the Straddle Watchtower Services in connection with Straddle Payments Services, you must contact Straddle support to disable it. You are solely responsible for all losses you and the Straddle Parties incur due to erroneous and fraudulent Transactions that occur in connection with your use of the Services, including as a result of (a) lost or stolen payment credentials or the details of any accounts that are used to purchase goods or services from you; (b) any changes to the User Bank Accounts; and (c) any unauthorized use of, or access or modification to, your Straddle Account.

4. Processing Transactions.

4.1 Payment Authorization Requests.

(a) Processing Transactions. To enable Straddle to process Transactions for you, you authorize and direct Straddle, its Affiliates, Payment Method Providers and Financial Partners to receive and settle, as applicable, settlement funds owed to you through your use of the Straddle Payments Services. You may only submit Transactions that Customers authorize, and only after the applicable goods have been shipped or services provided to the Customer; except, you may submit a Transaction before goods have been shipped or services have been provided to the Customer where the Customer has authorized a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Customer’s consent.

(b) Transaction Responsibility. You must not proceed with a Transaction if (i) you know or should have known that the Transaction was fraudulent, not authorized by the Customer, or illegal in your or your Customer’s jurisdiction; (ii) you receive a response declining to authorize the Transaction; or (iii) the Customer’s ability to use a Payment Method has expired or is no longer valid. You must not split payment for a single transaction into multiple Transactions except as the Payment Method Rules, Payment Method Terms and Acquirer Terms expressly permit. You must not submit any Transaction that duplicates a Transaction that is already subject to a Dispute, or was previously disputed and subsequently resolved in your favor. Straddle may refuse to process, or condition or suspend any Transaction that Straddle believes (x) may violate this Agreement or other agreement you have with Straddle (if any); (y) is unauthorized, fraudulent or illegal; or (z) exposes, or is likely to expose, Straddle, you or others to unacceptable risk.

4.2 Pooled Accounts.

You appoint Straddle and Straddle’s Financial Partners, as your agents for the limited purpose of directing, receiving, holding and settling funds under this Agreement. All settlement funds Straddle receives for Transactions are combined with settlement funds for other users and held in one or more Pooled Accounts at one or more Financial Partners. Once Straddle receives funds for a Transaction on your behalf, the relevant Customer has no further obligation to make payments to you with respect to that Transaction, regardless of whether and when Straddle settles those funds to you. If Straddle does not settle funds due to you under this Agreement, you will have recourse only against Straddle and not the relevant Customer. Straddle will promptly update your Straddle Funding Activity to reflect processed Transactions. If, in the capacity as your agent, Straddle or its Affiliate provide a receipt for a Transaction to the applicable Customer, that receipt is binding on you. You have no rights to any Pooled Account, or earnings generated by funds held in any Pooled Account, and are not entitled to draw funds from any Pooled Account.

4.3 Transaction Settlement Funds.

Straddle will transfer settlement funds for Transactions, net of Disputes, Refunds, Reversals and other amounts owed to Straddle, from the applicable Pooled Account to the applicable User Bank Account within the time period stated in the Funding Schedule, unless a Funding Delay occurs and affects the transfer initiation, or Straddle exercises a right under this Agreement to withhold or delay the transfer. However, Straddle may impose an additional holding period before making the initial settlement to a User Bank Account.

4.4 Sending Funds to Third-Party Recipients.

Straddle may offer you the ability to send to a third party funds owed to you as you instruct Straddle (including by sending all or part of the positive balance in your Straddle Account to that third-party recipient’s Straddle account or bank account), instead of settling funds to a User Bank Account. If Straddle sends funds to a third-party recipient which may include the use of a payment intermediary operating on your behalf, as this Section 4.4 contemplates, then Straddle’s and Financial Partners’s obligations to settle those funds to you are satisfied.

4.5 Settlement Fees.

Straddle is not responsible for any fees imposed by banks to which Straddle transfers funds, including the banks that hold the User Bank Accounts and the third-party recipient accounts.

4.6 Subscriptions and Recurring Payments

If you use the Services to submit recurring or subscription Transactions, then before submitting the initial Transaction, you must (a) inform each Customer that the relevant Transactions will occur on an ongoing basis; and (b) explain the Method for canceling the Customer’s recurring billing or subscription. If you use the Services to issue invoices to Customers, you must ensure that the form and content of the invoices comply with Law and are sufficient to achieve the legal or tax effects that you are trying to achieve.

4.7 Customer Authorizations.

You are required by Law and Payment Method Rules to obtain the Customer’s authorization (also known as a consent or agreement for the provision of products or services) and make certain disclosures to the Customer. These disclosures may include when, and under what circumstances, the Customer’s Payment Method will be charged, how the payment amount will be determined, and how future payments can be canceled. You must retain, and provide to Straddle upon request, records demonstrating that you have (a) obtained any required Customer authorizations in compliance with Law and Payment Method Rules; and (b) only submitted Transactions that you have determined are eligible.

5. Actions Straddle May Take in Processing Transactions.

5.1 Reconciliation and Responsibility.

As between the parties, and except as required by Law, you are responsible for reviewing your Transaction history for accuracy and completeness and reconciling your Transaction history with the history of transfers from the Pooled Accounts to the User Bank Accounts. If you find an error when you reconcile your Transaction history, Straddle will reasonably cooperate with you to investigate and help correct that error as long as you notify Straddle of the error within 60 days after the error appears in your Transaction history. Straddle may correct any errors in your Transaction history by crediting or debiting the User Bank Accounts.

5.2 Negative Balances.

If your Straddle Pooled balance (or the Straddle Pooled balance of any User Entity) is negative, or does not contain funds sufficient to pay amounts that you (or a User Entity) owe to a Straddle Entity or Customers, then without limiting Straddle’s rights under Sections 4.2 and 4.3 of the General Terms, Straddle may debit the User Bank Accounts by the amount necessary to collect, and pay out to Customers if applicable, the amounts you owe.

5.3 Disputes; Refunds; Reversals.

Notwithstanding anything to the contrary in this Agreement, you are liable to Straddle for the full amount of all Disputes (unless and until a Dispute is resolved to final disposition in your favor according to applicable Payment Method Rules and as described in the Documentation), Refunds and Reversals regardless of the reason or timing.

(a) Disputes. Straddle may delay or withhold paying out a Transaction amount from funds owed to you if Straddle reasonably believes that a Dispute is likely to occur with respect to that Transaction. Straddle may delay or withhold paying out amounts subject to an actual Dispute until the Payment Method Provider resolves the Dispute.

(b) Refunds. If you intend to issue a Refund to a Customer, you must initiate a Refund instruction via the Services within 5 days after informing the Customer of your intention. Straddle may refuse to act upon a Refund instruction, or delay executing the instruction, if you are the subject of an Insolvency Proceeding, it would cause a negative balance in your Straddle Account or if Straddle believes that there is a risk you will not meet your liabilities under this Agreement.

(c) Reversals. Without limiting Straddle’s rights under Sections 5.4 - 5.6 of these Straddle Payments Terms, Straddle may initiate a Reversal if:

(i) the Payment Method Provider invalidates the Transaction;

(ii) you receive funds in error for any reason;

(iii) you were not authorized to accept the Transaction;

(iv) you receive funds related to activities that violate this Agreement, Law or Financial Services Terms; or

(v) a Payment Method Provider or Financial Partner requires Straddle to do so under the applicable Financial Services Terms.

5.4 Straddle Remedies – Specific Triggers.

Straddle may exercise any or all of the remedies stated in Section 5.6 of these Straddle Payments Terms if Straddle determines that a User Entity:

(a) has incurred or is likely to incur excessive Disputes, Refunds or Reversals;

(b) has submitted one or more Transactions for goods or services not immediately deliverable to the Customer without first obtaining Straddle’s consent;

(d) has experienced or is likely to experience a change in the average time between the initial charge and fulfillment of Customer orders that Straddle considers to be material;

(e) is or is likely to become the subject of an Insolvency Proceeding;

(f) has experienced or is likely to experience a deterioration of its business or financial condition that Straddle considers to be material;

(g) has breached or is likely to breach, or has caused or is likely to cause Straddle to breach, this Agreement (or any other Straddle services agreement with a Straddle Entity) or the Financial Services Terms applicable to the User Entity’s use of the Services;

(h) has violated or is likely to violate Law or Financial Services Terms;

(i) has caused or is likely to cause Straddle to violate Law or Financial Services Terms;

(j) has experienced or is likely to experience a Change of Control;

(k) has, either itself or by way of its employees, agents, directors or contractors, initiated Transactions or undertaken any other action that is or is likely to be fraudulent, suspicious or involve criminal activity;

(l) has, without Straddle’s prior consent, changed its business model (including services supplied by a User Entity to its customers), exposing Straddle to increased risk; or

(m) has acted in a manner or engaged in business, trading practice or other activity that presents an unacceptable risk.

5.5 Straddle Remedies – General Trigger.

Straddle may exercise any or all of the remedies stated in Section 5.6 of these Straddle Payments Terms if (a) Straddle reasonably determines that Straddle may incur losses resulting from credit, fraud, criminal activity or other risks associated with a User Entity after these Straddle Payments Terms terminate; or (b) Law requires.

5.6 Straddle Remedies – Scope.

Straddle may, in accordance with Sections 5.4 and 5.5 of these Straddle Payments Terms:

(a) initiate Reversals;

(b) change the Payout Schedule or delay or cancel the payout of funds to the User Bank Accounts;

(d) debit the User Bank Accounts or the bank or financial institution accounts of any or all User Entities;

(e) suspend or terminate your ability to accept or process Transactions;

(f) refuse to (i) process Transactions, and (ii) act upon Refund instructions; and

(g) setoff or recoup all liability that Straddle reasonably determines a User Entity owes to a Straddle Entity under this Agreement or another agreement, against any amounts that a Straddle Entity, owes to a User Entity whether the liability is matured, unmatured, liquidated or unliquidated.

5.7 Reserve.

If Straddle establishes a Reserve, Straddle will notify you of the Reserve terms. Straddle may change the Reserve terms (a) if Straddle believes that there is, or is likely to be, a change in the underlying risk presented by the User Group’s use of Straddle services; or (b) as a Financial Partner or Payment Method Provider requires. You have no legal or equitable right or interest in any Reserve, in the funds held in any Reserve, or earnings generated by funds held in any Reserve, and are not entitled to draw funds from any Reserve. If you become subject to an Insolvency Proceeding, funds held in a Reserve will not be part of any estate created in connection with that Insolvency Proceeding. Straddle may fund the Reserve through any or all of:

(x) using funds you provide upon Straddle’s request;

(y) using funds that a Straddle Entity owes to any User Entity for Transactions that the User Group accepts through the Straddle Payments Services; or

(z) debiting the User Bank Accounts or the bank or financial institution accounts of any or all User Entities.

5.8 Security Interest.

You grant Straddle a lien on and security interest in your interest, if any, in (a) all funds owed to you for Transactions (including funds owed to you for future Transactions and all funds that Straddle holds on your behalf); and (b) all rights to receive credits and payments under this Agreement. You must execute all documents and provide all authorizations that Straddle reasonably requests for the purpose of creating, perfecting (including filing relevant documents), maintaining and enforcing this lien and security interest, even if the request is made after your Straddle Account balance becomes negative.

5.9 Credit Support Requirement.

Straddle may require that you provide a guarantee (including a personal, parent or bank guarantee) or letter of credit in a form and substance that satisfies Straddle. In this event, Straddle will inform you of the amount of and the reasons for the requirement. If you are unable to satisfy the requirement when Straddle requires you to do so, Straddle may suspend or terminate your access to the Services.

7. Post-Termination Obligations.

7.1 Completion of Transactions.

Following termination of these Straddle Payments Terms, you must fulfill your obligations related to existing Transactions, not accept new Transactions via the Services, and remove all Marks of a Straddle Entity or a Financial Partner from your website (unless permitted under a separate license with the applicable Financial Partner). Straddle will complete Transactions initiated before termination as long as Straddle would have completed those Transactions were these Straddle Payments Terms still in place (e.g., Straddle will not complete a Transaction if a Financial Partner prohibits Straddle from doing so). Termination does not affect your responsibility for Transactions described in Section 3 of these Straddle Payments Terms.

7.2 Provision of Payment Account Details

If these Straddle Payments Terms terminate for reasons other than your breach, then within 30 days after the termination date, you may request in writing that Straddle provide all relevant Payment Account Details to an alternative PCI-DSS Level 1-certified payment processor that you identify to Straddle. Straddle will provide the Payment Account Details that you are entitled to receive to the named payment processor to the extent commercially reasonable. Straddle may delay or refuse any request if Straddle believes the payment processor you have identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or that Law or Financial Services Terms do not allow Straddle to provide the Payment Account Details.

8. User Information Updates.

You must immediately notify Straddle, and provide to Straddle updated User Information, if you experience or anticipate experiencing a material change in the average time between the initial charge and fulfillment of Customer orders. Upon request, you must promptly provide to Straddle information related to Transactions and Disputes, including (a) refund and shipping policies (if applicable); (b) data on captured but unfulfilled charges; and (c) data on the time between charge capture and fulfillment of Customer orders.

9. Nacha Data Security Compliance

If you elect to store or hold "Account Data," as defined in the Nacha Data Security Requirements (including Customer bank account number), you must maintain a system that complies with the Nacha Standards and upon Straddle’s request, you must provide to Straddle evidence of your compliance. If you do not comply with the Nacha Standards, or if Straddle or any Payment Method Provider or Financial Partner is unable to verify your compliance with the Nacha Standards, Straddle may suspend your Straddle Account or terminate this Agreement, in whole or in part. If you intend to use a third-party service provider to store or transmit Payment Account Details then you must not share any Payment Account Details with the service provider until you verify that the third party holds sufficient certifications under the Nacha or PIC Standards, and must notify Straddle (of your intention to share Payment Account Details with the service provider.

10. Representations and Warranties.

You represent as of the Effective Date, and warrant during the Term, that:

(a) You only use the Payment Methods and Straddle Payments Services for bona fide commercial transactions (which must be free of liens, claims, and encumbrances other than ordinary sales taxes) for the sale of goods or services to, or other act with, Customers;

(b) Except as Straddle approves, you do not use the Straddle Payments Services for intercompany transactions;

(c) You fulfill all of your obligations to Customers;

(d) You and your third-party service providers that store, access or transmit Payment Account Details comply with Industry Data Security Standards, as applicable; and

(e) You have provided complete and accurate beneficial ownership information for:

All individuals who have twenty-five percent (25%) or more ownership interest in the company; and
At least one individual who exercises substantial control over the company, as defined by 31 C.F.R. § 1010.230(d).

During Straddle’s onboarding process, these individuals may be referred to as “Representatives.” You agree to promptly update and provide notice to Straddle if there are any changes to these ownership or control structures.

11. Indemnification.

You will indemnify Straddle against all assessments, penalties, fines and fees Payment Method Providers, Financial Partners, and other Financial Partners charge Straddle to the extent arising out of or relating to your use of the Straddle Payments Services in a manner that fails to comply with any Payment Method Rules, Payment Method Terms, or this Agreement. As between the parties, you are responsible for (a) all costs associated with any Payment Method Network-initiated audit or forensic investigation arising out of or relating to your use of the Straddle Payments Services, and (b) all losses, damages, and costs Straddle and its Affiliates incur due to fraudulent Transactions.

12. Liability for Failure to Transfer Funds.

The limitation of liability in Section 12.2(b) of the General Terms will not apply to claims you or your Affiliates make against the Straddle Parties for failing to transfer any settlement funds the Straddle Parties receive and owe to you in connection with the Straddle Payments Services. For these claims, the Straddle Parties’ liability is limited to the amount that the Straddle Parties have received and owe, but failed to transfer, to you.

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