LockTrust ACH Services Terms & Conditions

By using the ACH Services (“ACH” or “ACH Services”) provided by Lock Trust, Inc. (“LockTrust,” “we,” “our,” or “us”), you agree to be bound by:

• The General Terms of Service (“General Terms”)
• The Payment Service Agreement (“Payment Terms”)
• These additional ACH Service Terms (“ACH Terms”)
• Any other applicable policies, rules, and guidelines for ACH.

ACH is included in the definition of “Payment Services” under the Payment Terms. If you use ACH on behalf of a business, that business accepts these terms. Capitalized terms not defined herein have the meaning given in the General Terms.

LockTrust acts as a Third-Party Sender under the Nacha Operating Rules and will transmit ACH Entries on your behalf.

1. ACH.

LockTrust, as a Third-Party Sender, provides services allowing you, the Originator, to initiate Automated Clearing House (ACH) debit or credit Entries to your customers’ (Receivers’) accounts (the “ACH Service”).

You authorize LockTrust’s ODFIs to originate Entries on your behalf. You also agree to pay all fees for using ACH.

2. Fees.

You will pay all fees and charges as agreed in writing, along with any additional amounts assessed by LockTrust, its ODFIs, or Nacha in connection with your use of ACH.

LockTrust may modify transaction limits by providing notice.

3. Transaction Limits.

You must operate ACH within limits approved by LockTrust and under Nacha Operating Rules. LockTrust may adjust these limits with reasonable notice.

4. Types of Entries.

LockTrust will transmit Entries that fall under the ACH Standard Entry Class (SEC) Codes: CCD and WEB.

You must comply with Nacha Operating Rules and all applicable laws and regulations.

5. Compliance.

You agree to comply with Nacha rules, guidelines, and bylaws, as well as applicable law, including, if relevant, UCC Article 4A and Regulation E. These rules are included in the definition of “Network Rules,” and Nacha is included in “Networks” as defined in the Payment Terms.

6. Authorizations.

You are responsible for obtaining proper authorization from your customers to debit or credit their bank accounts. You must retain each authorization or a reproducible record for two (2) years after termination or revocation, or as required by the Network Rules.

By initiating ACH Entries via ACH, you represent and warrant that:

• You have all necessary authorizations.
• Each Entry is accurate, timely, and satisfies an obligation or corrects an error.

LockTrust is not liable for any return, reversal, or failure caused by your failure to obtain authorization. LockTrust may document and store authorizations, including timestamps and ACH credentials.

7. Suspension and Termination.

Either party may terminate ACH according to the Payment Terms. LockTrust may also suspend or terminate your access if:

• You violate Network Rules
• You fail to maintain sufficient funds
• An ODFI requires it

8. Settlement.

Funds from ACH will be available once the ODFI receives final settlement. If LockTrust provides provisional credit, you are responsible for refunds if the ODFI does not receive the funds.

9. Cancellation, Amendment, Reversal.

You cannot cancel, amend, or reverse an ACH Entry after LockTrust receives it. LockTrust may, at its discretion, attempt to act on your request before transmission, but is not liable if unsuccessful.

10. Rejection.

LockTrust or an ODFI may reject any Entry that:

• Violates these ACH Terms or Network Rules
• Is initiated when you are not in compliance

You are responsible for correcting rejected Entries.

11. Returns.

You may receive ACH returns or reversals up to 60 days after settlement. You must maintain sufficient funds in your LockTrust Balance or linked bank account to cover all obligations, including returns and associated fees. LockTrust may recover outstanding amounts as outlined in the Payment Terms.

12. Violation of Laws

You agree to use ACH only for lawful purposes. You represent and warrant that no Entries will cause LockTrust or its ODFIs to violate applicable laws or sanctions.

13. Audit and Review

You consent to audits by LockTrust, its ODFIs, or designated third parties to verify compliance with these ACH Terms and Network Rules. You will cooperate and provide requested information.

14. Additional Limitation of Liability

LockTrust is not liable for actions or inactions of ODFIs or third parties that prevent or delay ACH performance.

15. Additional Indemnity

You will indemnify and hold LockTrust and its affiliates harmless against claims, losses, fees, or penalties arising from:

• Your breach of these ACH Terms
• Your failure to comply with Network Rules
• Insufficient funds in your LockTrust Balance
• Requests to cancel, amend, or reverse Entries
• Issuance of duplicate Entries

16. Relationship to Payment Terms

These ACH Terms are incorporated into the Payment Terms. If conflicts arise, these terms govern ACH.

17. Definitions

• ACH Network: The system governed by Nacha rules for clearing electronic entries.
• Entry: A request to transfer or withdraw funds to/from a Receiver or RDFI account, or related notice/data.
• ODFI (Originating Depository Financial Institution): Bank that originates ACH Entries for Sellers.
• Originator: Entity authorizing an ODFI to transmit Entries to a Receiver.
• RDFI (Receiving Depository Financial Institution): Bank qualified to receive ACH Entries.
• Receiver: Entity authorizing an Originator to initiate Entries to their account.
• Third-Party Sender: Entity that authorizes an ODFI to transmit Entries on behalf of another entity. LockTrust acts as a Third-Party Sender.