ACH Transfer Services Terms

The ACH Transfer Services Terms govern User’s access to and use of the ACH Transfer Services. Unless otherwise defined in this Platform Agreement, capitalized terms used in the ACH Transfer Services Terms have the meanings set forth in Section 9 of the ACH Transfer Services Terms.

Moov’s FI Partner, Veridian Credit Union (“ACH FI Partner”), is a party to this Platform Agreement solely in connection with the ACH Transfer Services. Accordingly, in addition to constituting a legally binding agreement between Moov and User, this Platform Agreement also will constitute a legally binding Origination Agreement between ACH FI Partner and User.

1. ACH Transfer Services.

1.1. Generally. Moov, as an agent of, and in conjunction with, ACH FI Partner, will provide or otherwise make available the ACH Transfer Services to User in order for User to originate and receive funds transfers through the ACH network in accordance with the terms and conditions of this Platform Agreement.

1.2. Origination of Debit and Credit Entries. User hereby authorizes ACH FI Partner, in its capacity as an Originating Depository Financial Institution, to originate debit and credit Entries on behalf of User in accordance with the instructions communicated by User to ACH FI Partner through the ACH Transfer Services. User agrees that Moov and ACH FI Partner may rely on all instructions communicated by User to ACH FI Partner through the ACH Transfer Services without further inquiry into the accuracy, completeness, authenticity, or validity of such instructions, subject to the applicable Security Procedures.

1.3. Nacha Rules. Users acknowledges and agrees that User’s access to and use of the ACH Transfer Services is subject to the Nacha Rules. The Nacha Rules may be purchased online at www.nacha.org under the publications tab. User hereby agrees to be bound by and comply with the Nacha Rules in connection with its access to and use of the ACH Transfer Services. User will review and ensure it understands the Nacha Rules prior to accessing and using the ACH Transfer Services.

2. Initiation of Entries.

2.1. Permitted Entries. User will only initiate Entries that fall within those ACH Standard Entry Class Codes (“SEC”) supported in the Documentation. User must select the SEC to be used by User in connection with an Entry and will be responsible and liable for ensuring that it selects and uses the correct SEC for such Entry. If User does not select an SEC, then Moov may use reasonable efforts to identify and input an appropriate SEC for User, but User, and not Moov, will remain responsible and liable for the selection and use of such SEC. Except for Entries supported by the Documentation, and the initiation of Reinitiated Entries subject to and in accordance with Section 2.12, User will not initiate any other types of Entries in connection with the ACH Transfer Services. In initiating any supported Entries, User hereby acknowledges that User is subject to specific responsibilities, standards, and other requirements in its initiation of such Entries under the Nacha Rules and agrees that User will comply with, and will ensure that it enables compliance by Moov and ACH FI Partner with, all such responsibilities, standards, and other requirements applicable to the initiation of such Entries. User may consider successful RTP Payments to an account as part of its commercially reasonable fraudulent transaction detection system for screening debit WEB Entries.

2.2. Formatting and Other Requirements. User will comply with the formatting and other requirements of the Moov Services in connection with the initiation of Entries through the Moov Services.

2.3. Cut-off Times. Moov and ACH FI Partner have established cut-off times for the initiation of Entries in connection with the ACH Transfer Services. The cut-off times applicable to the initiation of Entries will be provided or otherwise made available to User by the Company through which User accesses the Moov Services. If User initiates an Entry prior to the applicable cut-off time on a business day, then the Entry should be transmitted on the business day on which ACH FI Partner receives the instruction. If User initiates an Entry after the applicable cut-off time, then the Entry should be transmitted on the following business day.

2.4. Restrictions on Entries. The dollar amount and volume of Entries, individually and in the aggregate, permitted to be initiated by User on any one business day may be subject to limits established by Moov or ACH FI Partner from time to time. In addition, Moov and ACH FI Partner may be subject to limits on the dollar amount and volume of Entries that may be submitted through the ACH network. If any Entry would cause User, Moov, or ACH FI Partner to exceed any applicable limits, then User acknowledges and agrees that the Entry may not be processed or submitted through the ACH network. Moov and ACH FI Partner may modify, supplement, or replace any restrictions applicable to the initiation of Entries through the ACH Transfer Services. User will not initiate any Entry in a currency other than U.S. dollars. User agrees not to originate Entries that violate any Applicable Law or Nacha Rules.

2.5. Authorization; Records Retention. User will be responsible for obtaining any authorization required by Applicable Law and the Nacha Rules from any Receiver whose account will be debited or credited in connection with any Entry. User will ensure that any authorization obtained by User complies with all Applicable Law and Nacha Rules. User will keep and maintain a record of each authorization obtained by User in its original form in accordance with Applicable Law and the Nacha Rules and, upon request, will promptly provide such original authorization (or a copy of such original authorization, if permitted) to Moov, ACH FI Partner, or any applicable Receiving Depository Financial Institution.

2.6. Modifications to Entries. User will have no right to cancel or amend any Entry after User has initiated such Entry through the ACH Transfer Services. Moov and ACH FI Partner may endeavor to act on a cancellation or amendment to any Entry initiated by User. However, User agrees that neither Moov nor ACH FI Partner will have any responsibility or liability in connection with any cancellation or amendment to any Entry, including if Moov or ACH FI Partner are not able to effect the cancellation or amendment of such Entry. User will comply with the Security Procedures in connection with any cancellation or amendment request.

2.7. Payment for Credit Entries and Returned Debit Entries. In the event that User does not have good and available funds in the User’s Moov Balance sufficient to cover the total amount of any or all Entries initiated by User, Moov and ACH FI Partner may take any of the following actions: (a) refuse to process all Entries; (b) process Entries for which User has good and available funds in User’s Moov Balance in whatever order Moov or ACH FI Partner determine is appropriate; or (c) in the event Moov or ACH FI Partner elects to process Entries initiated by User and User does not have good and available funds in User’s Moov Balance to cover such Entries, the total amount advanced by Moov or ACH FI Partner on behalf of User will be immediately due and payable by User without further demand from Moov or ACH FI Partner. Moov may make available information about the status of an Entry through User’s Moov Account. As among User, Moov, and ACH FI Partner, Moov and ACH FI Partner will not be responsible or liable for taking any of the above actions, and User will promptly reimburse Moov and ACH FI Partner for any Losses incurred by Moov and ACH FI Partner in connection with such Entries.

2.8. Pre-Funding. Prior to initiating any Entry, User will ensure that it has good and available funds in User’s Moov Balance for such Entry.

2.9. On-Us Entries. In the case of any Entry received for credit to an account maintained with ACH FI Partner, Moov and ACH FI Partner may elect to process such Entry as an on-us Entry (each, an “On-Us Entry”) and credit the Receiver’s account in the amount of such Entry on the date specified in such Entry.

2.10. Provisional Settlement. User hereby acknowledges that payment of an Entry by a Receiving Depository Financial Institution to a Receiver is provisional under the Nacha Rules until receipt by the Receiving Depository Financial Institution of final settlement for such Entry. User hereby further acknowledges that, if final settlement for an Entry is not received by the Receiving Depository Financial Institution, the Receiving Depository Financial Institution will be entitled to a refund from the Receiver of the amount credited to the Receiver and, in such case, User will not be deemed to have paid the Receiver the amount of such Entry.

2.11. Errors in Instructions Provided by User. Neither Moov nor ACH FI Partner will have any obligation to discover, nor will Moov or ACH FI Partner be responsible or liable to User for discovering, or for failing to discover, any error made by User in connection with the ACH Transfer Services, including for any error made in identifying the source or recipient of Entries, for any error in the amount of the instructions related to any Entry, or for any issuance by User of duplicate instructions related to any Entry. If User discovers that any Entry initiated by User was in error, then User will promptly notify Moov and ACH FI Partner of such error.

2.12. Returns; Notice of Returned Entries and Notification of Change. Moov or ACH FI Partner will notify User of the receipt of any returned Entry. If Moov and ACH FI Partner complied with the terms of these ACH Transfer Services with respect to an Entry, then Moov and ACH FI Partner will have no obligation to retransmit any returned Entry associated with the original Entry to the ACH operator. User will notify any applicable Receiver by phone, electronic transmission, or other acceptable means of communication of receipt of each returned Entry no later than one business day after the business day of receiving such notification from Moov or ACH FI Partner. Moov or ACH FI Partner will provide User with information required by the Nacha Rules with respect to each Notification of Change (“NOC”) Entry or corrected Notification of Change (“Corrected NOC”) Entry received by Moov or ACH FI Partner relating to Entries transmitted by User. Moov or ACH FI Partner will provide such information to User within the applicable time periods required under the Nacha Rules. User will ensure that changes requested by the NOC or Corrected NOC are made within the time periods required by the Nacha Rules. User may reinitiate the original Entry as expressly permitted by, and subject to and in accordance with, the Nacha Rules. User acknowledges that User is subject to specific responsibilities, standards, and other requirements in connection with returned Entries, return rates, and return rate levels, including requirements for reporting, complying with return rate levels, and taking action to lower return rates within and for certain periods of time, and User agrees to comply with all such specific responsibilities, standards, and other requirements, to enable Moov’s and ACH FI Partner’s compliance with the Nacha Rules with respect to such responsibilities, standards, and other requirements, and to otherwise fully cooperate with Moov and ACH FI Partner in taking such other action as may be reasonably required or requested by Moov or ACH FI Partner.

2.13. Rejection of Entries. User agrees that Moov and ACH FI Partner will have no obligation to accept Entries and, therefore, may reject any Entry initiated by User. While Moov and ACH FI Partner have no obligation to notify User of any rejection of any Entry, Moov and ACH FI Partner nevertheless may do so. Neither Moov nor ACH FI Partner will have any responsibility or liability to User for any rejection of any Entry and will not be responsible or liable to User for any amounts, including any interest, in connection with the rejection of any Entry.

2.14. ACH Clearing Times. User acknowledges and agrees that the standard ACH clearing times will apply to Entries initiated in connection with the ACH Transfer Services. Moov and ACH FI Partner may make available to User updated clearing times from time to time. User acknowledges and agrees that Moov and ACH FI Partner do not have any control over the actions or omissions of other financial institutions or third parties that could delay the ACH Transfer Services, and neither Moov nor ACH FI Partner will be responsible or liable for any Losses arising out of or relating to any additional time needed to effectuate Entries in connection with the ACH Transfer Services, including in the event that time is needed to verify identities or required to meet or satisfy requirements of Applicable Law or Nacha Rules. Without limiting the foregoing, neither Moov nor any ACH FI Partner makes any warranty or guarantee that a requested Entry will occur within any given time and Moov and ACH FI Partner each hereby expressly disclaim any such warranty or guarantee.

3. Reversal of Entries.

3.1. General. Moov and ACH FI Partner will endeavor to effect a reversal of an Entry to the extent reversal is expressly permitted by the Nacha Rules (each, a “Reversal”) and User makes the Reversal request in order to give Moov and ACH FI Partner sufficient time to manually prepare and properly and timely submit a Reversal file in accordance with the Nacha Rules. User acknowledges that any request for Reversal must be submitted to the ACH Operator within the time frames required under the Nacha Rules, be made immediately upon discovery of any error, and be accompanied by any required form. Additionally, the basis for any Reversal must be expressly permitted by the Nacha Rules and otherwise in compliance with the Nacha Rules. User’s request for any Reversal must enable Moov and ACH FI Partner comply with the Nacha Rules in connection with such Reversal. If User requests any Reversal of a debit Entry, then User concurrently will transfer good and available funds to User’s Moov Balance to cover the Reversal. User also will notify the applicable Receiver of any Reversal initiated to correct any Entry initiated by User in error.

3.2. Liability for Reversals. Neither Moov nor ACH FI Partner will be responsible or liable for any Losses if any Reversal is not effected. Additionally, User will reimburse Moov and ACH FI Partner for any Losses incurred by Moov or ACH FI Partner in effecting, or attempting to effect, User’s request for any Reversal. User will be responsible and liable to Moov and ACH FI Partner for the full amount of any payment received by User that is subject to a Reversal, and User will be responsible and liable to Moov and ACH FI Partner for any fees associated with the Reversal.

3.3. Authorization to Recover Amounts Due. User authorizes Moov to recover any Losses arising out of or relating to any Reversal in accordance with this Platform Agreement.

4. Security Procedures.

User hereby acknowledges and agrees that Moov, ACH FI Partner, User, and/or the Company through which User accesses and uses the ACH Transfer Services (as applicable) may establish security measures applicable to the initiation of certain credit Entries in connection with the ACH Transfer Services (“Security Procedures”). User acknowledges and agrees that any applicable Security Procedures are intended to verify that any instruction for a credit Entry, including any amendments to such instruction, is that of User, that any applicable Security Procedures are not designed to detect any errors in instructions for credit Entries, including any amendments to such instructions, initiated through the ACH Transfer Services, and that User is solely responsible for detecting and preventing errors. By accessing and using the ACH Transfer Services, User agrees that: (a) User has reviewed and evaluated, and understands, any applicable Security Procedures, (b) any applicable Security Procedures constitute a commercially reasonable method of protecting against unauthorized credit Entries, and (c) User will comply with any applicable Security Procedures for any credit Entries initiated through the ACH Transfer Services. User agrees to be bound by any instructions for credit Entries initiated through the ACH Transfer Services, including any amendments to such instructions, whether authorized or unauthorized, that are accepted in compliance with any applicable Security Procedures. User agrees to immediately notify Moov of the possible unauthorized access to or use or disclosure of any identifications, passwords, hints, personal identification numbers, or other information used by User to access and use the ACH Transfer Services.

5. Review of Entries.

User agrees to review regularly User’s transaction history in connection with the ACH Transfer Services. If User identifies any errors, discrepancies, or unauthorized Entries with respect to the ACH Transfer Services, then User will immediately report such errors, discrepancies, or unauthorized Entries to Moov. Except as otherwise provided by Applicable Law, if User fails to notify Moov of any error, discrepancy, or unauthorized Entry within 14 days of the date as of which User’s transaction history reflecting the error, discrepancy, or unauthorized Entry is made available to User, then User hereby waives any right to assert any error, discrepancy, or unauthorized Entry.

6. Inconsistency of Name and Account Number.

If any Entry describes the applicable Receiver inconsistently by name and account number, then User hereby acknowledges and agrees that payment of the Entry may be made by the Receiving Depository Financial Institution (or by ACH FI Partner, in the case of an On-Us Entry) on the basis of the account number provided by User, even if such account number identifies a Person different from the named Receiver, and that User’s obligation to pay the amount of the Entry is not excused in such circumstances. User will be responsible and liable for, and must settle with Moov and ACH FI Partner, for any Entry initiated by User that identifies a Receiver by account or identifying number or by name and account or identifying number.

7. User Representations and Warranties.

7.1. With respect to each Entry initiated by User, User hereby represents and warrants to Moov and ACH FI Partner that:

• Such Entry is permitted under this Platform Agreement;
• Such Entry complies with Applicable Law and the Nacha Rules, including by instructing the use of the proper SEC;
• Such Entry has been properly authorized by User and the Receiver, including in accordance with Applicable Law and the Nacha Rules;
• User has not revoked its authorization for such Entry, has not terminated the origination agreements applicable to such Entry, and the Receiver’s authorization has not been revoked and, to the best of User’s knowledge, the agreement between the Receiving Depository Financial Institution and the Receiver applicable to the Entry has not been terminated;
• At the time such Entry is processed by the Receiving Depository Financial Institution, the authorization for such Entry has not been terminated, in whole or in part, by operation of law;
• All banking information for such Entry is transmitted in compliance with the requirements of the Nacha Rules;
• The payment of such Entry by the Receiving Depository Financial Institution to the Receiver will be provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry;
• Any and all non-public personal information provided by User in connection with such Entry will be secure and will not be disclosed to any unauthorized person;
• Such Entry contains the Receiver’s correct account number and all other information necessary to enable the Receiving Depository Financial Institution to comply with the applicable provisions of the Nacha Rules with respect to such Entry, except for information within the purview of the Receiving Depository Financial Institution’s relationship with the Receiver, and all information transmitted with such Entry is related to the payment represented by the Entry;
• Each credit Entry is timely;
• Each debit Entry is (i) for an amount that will be due and owing to User from the Receiver on the Settlement Date of such Entry, (ii) for a sum specified by the Receiver to be paid to User, (iii) to correct a previous credit Entry that was an erroneous Entry, or (iv) to reclaim from the Receiving Depository Financial Institution an amount received by the Receiver following the death or legal incapacity of the Receiver or the death of a beneficiary of the Receiver; and
• User’s access to and use of the ACH Transfer Services has not been suspended.

8. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLATFORM AGREEMENT, NONE OF MOOV, ACH FI PARTNER, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS WILL BE RESPONSIBLE FOR ANY CLAIMS OR LOSSES ARISING OUT OF OR RELATING TO THE ACH TRANSFER SERVICES EXCEPT TO THE EXTENT SUCH CLAIMS OR LOSSES DIRECTLY RESULT FROM MOOV’S OR ACH FI PARTNER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

9. Definitions.

• “ACH FI Partner” has the meaning set forth in the introduction of the ACH Transfer Services Terms.
• “Corrected NOC” has the meaning set forth in Section 2.12.
• “Entry” has the meaning set forth in the Nacha Rules.
• “Nacha” means the National Automated Clearing House Association.
• “Nacha Rules” means all operating rules, operating guidelines, and other requirements, standards, and expectations of Nacha, as the same may be modified, supplemented, or replaced by Nacha from time to time.
• “NOC” has the meaning set forth in Section 2.12.
• “Notification of Change” has the meaning set forth in the Nacha Rules.
• “On-Us Entry” has the meaning set forth in Section 2.9.
• “Origination Agreement” has the meaning set forth in the Nacha Rules.
• “Originating Depository Financial Institution” has the meaning set forth in the Nacha Rules.
• “PPD Entry” has the meaning set forth in the Nacha Rules.
• “Prenotification Entries” has the meaning set forth in the Nacha Rules.
• “Receiver” has the meaning set forth in the Nacha Rules.
• “Reinitiated Entries” has the meaning set forth in the Nacha Rules.
• “Reversal” has the meaning set forth in Section 3.1.
• “SEC” has the meaning set forth in Section 2.1.
• “Security Procedures” has the meaning set forth in Section 4.
• “Settlement Date” has the meaning set forth in the Nacha Rules.

10. General Provisions.

10.1. Conflict. In the event of any conflict between any term or condition of this Platform Agreement with respect to the ACH Transfer Services and any term or condition of the Nacha Rules, the applicable term or condition of the Nacha Rules will govern to the extent necessary to resolve such conflict.

10.2. Survival. The following Sections of the ACH Transfer Services Terms will survive termination or expiration of the Platform Agreement: the last sentence of Section 1.2, Section 1.3, the last sentence of Section 2.1, Section 2.4, Section 2.5, Section 2.6, Section 2.7, Section 2.9, Section 2.10, Section 2.11, the last sentence of Section 2.12, Section 2.13, the last two sentences of Section 2.14, Section 3.2, Section 3.3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, and Section 10.